Semper Fidelis
by BobCat
Summary: A direct sequel to It's Always Sunny in Fillydelphia.  What was supposed to be a simple trip to Ponyville instead leads Soarin on an adventure that will determine the future of all Equestria.  Will he be able to save Applejack from a horrible fate?
1. Chapter 1

Notes: This is a sequel to _It's Always Sunny in Fillydelphia, _but don't think this is another romantic comedy. The genre here is action/adventure, with some comedy, romance, drama and the like along for the ride. Also, being a sequel, I strongly recommend reading that one first. It can be found in my account or under the author name Bobcat at Equestria Daily.

As always, thanks to everyone who helped me out with this story over the last couple of months; I started writing this within a week of the publication of _It's Always Sunny in Fillydelphia_ and it's been a long road to get here. I hope you all enjoy it.

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><p>Semper Fidelis<p>

Chapter 1

_Civium in Moribu Rei Publiae Salus_

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><p>Forty-seven days. It had been forty-seven days since Soarin's day with Applejack in Fillydelphia. He'd felt every last minute of those forty-seven days; KP duty had a way of doing that. If he never saw another potato as long as he lived, it would be too soon. No wait. If he never saw a raw potato again, it'd be too soon. French fries and baked potatoes and potato salad were still fine. Oh, and mashed potatoes! How could he forget mashed potatoes?<p>

Nuts. Now he was hungry.

Oh well. He'd be at Sweet Apple Acres soon, and then he'd get all the apples he could want. And while he craved potatoes, he liked apples better anyway.

Also he'd have Applejack. He forgot he was hungry when he thought about her. He could measure the time in days, but it was more pleasant if he measured it by the letters they'd exchanged. It had been three letters since he'd last seen Applejack and he'd felt every last one of them. They'd been a lifeline to the world beyond the Wonderbolts' cafeteria and proof that Applejack was worth forty-seven days of KP duty. He couldn't think of another mare he'd dated who would have bothered to send him one, even under these circumstances.

And now he got to see her again! He was also going meet her family. Soarin was a little less enthused about that. He hoped they were as nice as she'd made them sound in the letters. He'd also feel less nervous if she was exaggerating about how big her brother was. Meeting big brothers was awkward enough, but Applejack made Big Macintosh sound even bigger than his squad mate Hermes, and Hermes had the biggest uniform in Wonderbolts history.

Finally, after flying over a veritable sea of apple trees (how did two ponies take care of so many trees? It was like Applejack lived on permanent KP duty!), he saw a cozy looking farm house. He hoped it was the right one this time; he'd rather forget his encounter with the lemon folk. As he got closer, Soarin spied a pony working in front of the barn. Nuts; his fears were well founded. The red stallion loading apples into an apple cart was somehow even bigger than he'd imagined. Oh well, it was too late to back out now.

Soarin figured he might as well make a splashy entrance; it's what everypony expected from him. So, he cut a wide arc around the farmhouse, looped upwards above Big Macintosh, braked hard, and floated straight down, letting his wings act as a parachute. "Howdy!" He extended his hoof to his audience.

... his thoroughly unimpressed audience. His face passive, Big Macintosh laconically shifted the hay stalk he was chewing on from one side of his mouth to the other before accepting Soarin's hoof. Where Applejack's shake had been vigorous, Macintosh's was subdued, though Soarin got the impression of a great strength carefully controlled. "You're Soarin, right? Ah've heard a lot about you."

Soarin saluted smartly, trying to ignore the non-reaction from Big Macintosh. "Yup, Wing Sergeant Soarin von Richthofen, at your service. You must be Big Mac... intosh." He caught himself; Applejack mentioned that he hated being called Big Mac. Soarin kicked himself mentally. He had to step up his game! He wanted to make a good first impression! Hey wait... "You've heard a lot about me?"

Big Macintosh's face was unreadable. "Sufficed to say, y'all were a favorite topic of conversation this month. Though Applejack didn't say nothin' about you wearin' a cowpony hat."

Soarin adjusted the white Stetson on his head, noting that the long flight had robbed it of its new hat smell. "When in Canterlot, do as the Canterlotians do, am I right?"

Big Macintosh's short laugh caught Soarin by surprise, considering his blank expression a moment before. The red giant must have noticed Soarin's confusion, because he said, "Maybe if we lived out in Appleoosa that'd help you blend in, but we apple folk ain't exactly typical out here."

Soarin shrugged. "Ah well. At least it's a good looking hat, if I do say so myself. Speaking of ponies who wear cowpony hats, where's Applejack?" He tried not to sound too enthusiastic. It wouldn't be proper.

Apparently he'd failed, because Big Macintosh's expression hardened ever so slightly. "She ain't here right now. In fact, ah'd like to talk to you about that, but first, y'all must be hungry after your trip." He gestured towards the farmhouse.

Soarin's stomach somehow managed to be empty and full of butterflies at the same time. "Is something wrong?"

Big Macintosh's expression became completely unreadable again. "Might be. Might not be. Either way, no sense listenin' to it on an empty stomach."

Finally, something they had in common.

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><p>Big Macintosh whistled appreciatively. "Applejack wasn't kiddin'. You can really put it away." The two sat in the dining room, which was tastefully decorated in antiques that had obviously seen a lot of use.<p>

Soarin polished off his third apple pie and washed it down with his fourth glass of apple cider. "It isn't hard when the food's this good. My compliments to the chef!" As he finished, a little yellow filly (probably the Apple Bloom he'd heard so much about) ran in. A slightly disapproving look from Big Macintosh slowed her pace, but didn't put a damper on her obvious excitement. She hopped into a chair next to her brother and looked at Soarin intently.

Big Macintosh cupped his mouth with a hoof and raised his voice. "Granny Smith, you're gettin' complimented on your cooking!"

Soarin guessed Granny Smith was the wrinkled pony dozing in her rocking chair. She looked up, smiled pleasantly at Soarin and dozed off again.

Soarin decided to address the little pony; he was worried she'd explode from bottled-up excitement if he didn't acknowledge her soon. "Well hey, sport. You're Apple Bloom, right?" He offered her his hoof.

Apple Bloom practically leapt from her seat and grabbed his hoof, shaking it wildly. "Yup! Howdy Mr. Soarin! Ah've wanted to meet you all month! Applejack talks about you all the time. It's so romantic!" She released his hoof and got a wistful look on her face. "Are you two gonna get married? Can ah be the..."

"Apple Bloom."

Big Macintosh didn't put any force behind his voice, because he didn't need to. The little filly shrank in her chair. "S-sorry Big Macintosh. Ah just got carried away."

Soarin was glad Big Macintosh had intervened. Hopefully the color would leave his face soon and Big Macintosh would stop that understated little glare he'd been shooting Soarin ever since the word marriage came up. "Well, um, I'm still getting to know her, so I can't say."

Apple Bloom blinked. "Really? She knows a lot about you."

Soarin gave her a quizzical look. "What do you mean?"

"Well, one night, Rainbow Dash came over with a whole bunch of flying magazines and stuff and they just talked about you all night and giggled. Though ah don't think they were gigglin' for the same reason." Soarin's face burned again. Seemingly oblivious, Apple Bloom rubbed her chin thoughtfully. "Why're you dating Applejack anyway? You said in _Pony Beat_ that y'all like red-furred fillies."

Soarin drank more apple cider. That seemed to be the safest use of his mouth. Big Macintosh gave Apple Bloom a firm look. Soarin was glad he wasn't on the receiving end; it reminded him of his old drill sergeant, Blood 'n Guts. Oh nuts, now it was his turn. Soarin felt an odd urge to start doing pushups.

After a long moment of silence, Apple Bloom looked up nervously at Big Macintosh, then back at Soarin. "Mr. Soarin, do y'all mind if ah ask you a question?"

Big Macintosh said, "Apple Bloom, simmer down. You can't just ask every guest about their cutie marks. It's too personal."

She looked up at her brother pleadingly. "But how am ah supposed to get mine if ah don't get information? Ah'm sure he don't mind, right Mr. Soarin?"

Those big doe eyes were hard to resist. "Uh, sure, it's not a problem. There's not a lot of action to it, though." He stood up and pointed at his flank, which was marked with a gold, two winged insignia set against a red circle. "Though I'm not sure how much good my story is to you. I have kind of a weird mark."

"Is that writin' on the edge of the circle?" Soarin nodded. "Cool! Ah ain't never seen a cutie mark with writin' on it before!" Apple Bloom squinted. "S-semp..."

Big Macintosh corrected her, his tone like a patient teacher's. "_Semper fidelis_. It's old Equestrian, but ah forget what it means."

Soarin nodded proudly. "It means always faithful; it's my family's motto. See, I'm a von Richthofen. We're technically nobles, but nopony in the family's had a real title or any land for centuries. But we still have a family crest and that's what my mark is."

Apple Bloom raised an eyebrow. "Um, if y'all don't mind me askin', does that mean your talent is... bein' in your family?"

Soarin chuckled. "A little, actually. See, I was late getting my mark. Really late; I had to wait until I was thirteen."

Apple Bloom's jaw dropped. "You mean ah might have to wait four whole years to get mah mark? B-but ah..."

"You asked for a story, Apple Bloom, let him tell it." He didn't sound mad, but his tone allowed for no argument.

Apple Bloom nodded shamefacedly. "Yes Big Macintosh. Sorry to interrupt, Mr. Soarin."

Soarin waved away the apology with a smile. "It's fine. Anyway, Apple Bloom, I have a family business I was born into, just like you. The main difference is that mine is war. Sure, there hasn't been a war in 700 years, but we Wonderbolts train hard to make sure we're ready in case we're needed."

Apple Bloom produced a writing pad and a pencil. "Could y'all slow down for a second?" Without waiting for confirmation, she started taking notes. Was this part of that crusading business Applejack had mentioned? She finished after a moment. "So war, huh? Sounds exciting!"

Soarin frowned and made a "sort of" gesture. "That was sort of the problem. You ever heard the expression that war is long periods of boredom punctuated by brief moments of terror?" Both ponies shook their heads. Soarin rubbed the back of his head embarrassedly. "Oh. Well, remember it, 'cause it's a good line. But yeah... if actual war is boring, practicing and practicing when you know it'll never come up isn't much better. I was good at my drills and maneuvers, but I didn't understand what they were for. Then one night, my grandfather was telling me the story of the first von Richtofen in the air force, the Red Baron, and it all just clicked." He leaned in intently, and Apple Bloom copied him. "I realized I was part of something that goes back more than a thousand years and I wasn't about to give it up. I wanted to add to the family glory somehow. And then my grandfather stopped the story and pointed at my flank, and there it was."

Apple Bloom's eyes lit up. "You can get yer cutie mark from a story? Big Macintosh! What's our family done?"

"We bucked apples. Then we moved here from the South. Then we bucked more apples."

Apple Bloom checked her flank expectantly. Predictably, there was nothing. "Nuts." She sat down and crossed her forelegs petulantly.

Soarin snickered. "You remind me of my little brother, Chandelle. Just the other day..."

Big Macintosh coughed into his hoof. "Ah don't want to cut you off, but if y'all're done eatin', ah think it's time we got down to business. " Not waiting for Soarin's response, he looked down at Apple Bloom with a small grin. "And it's time for you to go play. The big ponies need to talk."

Apple Bloom muttered, "Ah am a big pony," but gave no other sign of resistance as she marched out of the dining room.

Soarin's smile faded. He'd almost forgotten what he was here for, what with the awkwardness. "So, um, Big Macintosh. How are you not sure if something's wrong or not?"

The red pony said, "Well, that's the problem in a nutshell. Ah just don't know. Mah sister went with her friends on a mission for Princess Celestia last week and we ain't heard from them since."

Soarin blinked. "Applejack runs missions for Princess Celestia? I guess that explains how a farmer got into the Grand Galloping Gala." He paused. "No offense."

Big Macintosh shrugged. "'Tain't normal, ah'll grant you that. Anyway, she said she'd send word as soon as she got there. Now, ah ain't an expert in the workings of the Equestrian Postal Service, but it seems to me a letter from Del Mare would have gotten here by now."

Soarin nodded slowly as he imagined a map of Equestria. "Yeah, I did a show there a few years back; it's about four hours away by wing, tops." That niggling worry settled in the pit of his stomach again. "Any idea what they were there for?"

The red stallion shook his head. "Nope. Ah usually don't hear about what they do 'til they're done. She ain't never been gone this long before, not even when they had to chase out that dragon."

Soarin's jaw went slack. "D-dragon?"

Big Macintosh gave Soarin a very subtle grin. "Guess mah sis didn't tell you that one yet. Ah won't steal her thunder." His expression grew serious again. "Sufficed to say, though, we're all gettin' a mite worried, and some of us Ponyvillians're gettin' ready to head on out there to see what's what."

Soarin got up from his chair and started stretching his wings, seeing what was coming. "Of course I'll help."

Big Macintosh raised an eyebrow. "Y'all jumped the arrow a bit there, seein' as you don't know what you're volunteering for yet."

Soarin gestured at his flank. "_Semper fidelis, _remember? If AJ needs me, I'm there."

Big Macintosh nodded. "Glad to have you on board. It's pretty lucky y'all showed up when you did, really. See, ah've been gettin' together a posse of concerned citizens, but me an' the others are gonna need some time to get everything ready for a trip. Seems to me you ain't tied down like us. You could go on ahead and if they're safe, come on back, let us know an' save us all a trip. And if they ain't safe, you can put that war trainin' to work and scout it out for us."

"Sounds like a plan." Satisfied that his wings were ready for another cross country flight, Soarin went to collect his saddlebag. He got out his Wonderbolts uniform and started putting it on. He saw that Big Macintosh was giving him a quizzical look. Soarin realized it looked a little strange to have a strange colt putting on a blue and yellow jumpsuit in the middle of your living room. "The suit cuts down air resistance, so it'll make the flight over a lot easier. And if there is a fight, that little bit of speed could be all the difference. Don't worry, I'm ready for battle."

Soarin realized he'd said that a little too eagerly when Big Macintosh frowned ever so slightly. "Y'all almost sound like you hope there is one." His bass voice rumbled with disapproval.

Soarin paused, trying to put it in words. "Well, I mean, I don't want Applejack to be in danger, obviously. Or anypony else, for that matter. It's just my cutie mark, y'know? I've never gotten to really do my talent outside of practice and shows. Some days it's like an itch I can't scratch."

Big Macintosh nodded. "Ah hadn't thought of it like that. Ah know ah'd go stir crazy if ah couldn't buck apples for real."

Had he just made a little connection with the stallion? He hoped so, he didn't feel like getting another drill sergeant look anytime soon.

Big Macintosh excused himself for a moment; he ducked into the kitchen and returned with a bushel of green apples, which soon had Soarin's saddlebags straining to hold them all. "Just in case there's an emergency, or y'all just get hungry normal-like."

If they hadn't made a connection, at least Big Macintosh understood him. Soarin nodded gratefully. "Much obliged. So, let's agree that if you don't hear from me by tomorrow, something's wrong?"

Big Macintosh gave a nod. "You take care, now." And with that, Big Macintosh walked back into the dining room to clean up Soarin's snack.

Soarin trotted out to the front yard and crouched down, ready to launch himself into the air.

"Mr. Soarin, wait!" There was the clip-clop of little hooves and Soarin straightened back up. Apple Bloom, who had apparently been sitting near the dining room window, was dashing over as fast as she could. When she was close, she said, "Did you mean what y'all said?"

"About what? And were you spying?" He knew the answer, of course. She really was just like Chandelle. If there ever was a war again, Equestria could build a new spy corps from scratch just by getting everypony's little siblings under one roof.

Apple Bloom's eyes shifted nervously. "No. Maybe. Well, yes." She locked eyes with him, her momentary embarrassment completely forgotten. "But y'all gotta understand, Big Macintosh ain't been tellin' me nothin', and ah thought Applejack was just on vacation like Granny Smith said and ah didn't know it was a mission and ah'm sick of everypony actin' like ah can't take the truth and ah just wanna know if mah big sister's okay!" How Apple Bloom could manage to sob without interrupting her rapid talking, Soarin didn't know, but she did. The little filly's tear filled eyes made him want to cry too, but he restrained himself. "S-so," she said between sobs, "did you mean what you said? 'Bout promising you'd find her?"

Soarin thought hard about what to say. He didn't want to make promises he couldn't keep... but she needed somepony to reassure her. Of course, it'd be nice to have somepony to reassure him, but that didn't seem likely. Finally, he said, "I'll find her, and if she's in trouble, I'll bring her back. Don't worry; I promised two ponies now, and a von Richthofen always keeps his promises."

Apple Bloom hugged him, much to the colt's surprise. He saw Big Macintosh's face in the window, watching them. Soarin's heart rate shot up as he feared being taken the wrong way; he didn't return the hug, instead patting her head comfortingly.

"Applejack said that's what she likes about you." Soarin's worries about Big Macintosh were forgotten as Apple Bloom blurted out, "Well, that and yer muscles; you do feel pretty strong."

Soarin's eyes shot open. "Wait what?"

Apple Bloom looked up at him with a sly smirk, which contrasted oddly with her still-puffy eyes. "It was in one of the letters she threw out. Ah got it out of the trash. Ah never knew she could be so mushy. She also said..."

Soarin shot his hoof out, covering her mouth. "Th-that's okay, I need to get going anyway. See you later, squirt."

He flew away as fast as he could, but not fast enough to avoid the words, "She said yer cute! Like twenty times!"

Soarin made a mental note to never write a letter within a mile of Chandelle ever again.

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><p>The flight to Del Mare took Soarin several hours. It was much warmer than when Soarin had left Ponyville, a consequence of travelling hundreds of miles to the south. He looked forward to the chance to ditch his uniform; it was aerodynamic, but it wasn't made for this kind of heat and humidity.<p>

The sleepy seaside town was mostly as he remembered it. It lay a few miles from a dense forest only interrupted by a simple dirt road. The orange light of the setting sun danced on the picturesque harbor, illuminating homes and shops built in a simple but tasteful style.

However, Soarin didn't remember any smashed buildings, deep gouges in the earth or a complete lack of ponies. He angled his wings and, resisting the urge to just dive into the middle of town and start his search immediately, landed just on the outskirts. He was nervous, for more reasons than the obvious; he really wished he had some backup.

He'd chosen his landing place carefully, downwind of the whole town. He'd be able to scout ahead with his sense of smell and unless the wind shifted, he wouldn't be detectable. He flared his nostrils and pricked his ears, taking in as much as he could.

Silence. Not complete silence, of course. He heard the soft breeze and the softer lapping of the harbor's waves. It took him a moment to realize that there should have been the constant cawing of seagulls, but nope. He didn't see or hear a single living thing. His sense of smell was more informative. There was the smell of a whole town's worth of ponies jumbled together, but it was very faint. Fainter yet was that of smoke, which was strange, considering none of the buildings looked to have been burned down.

Stronger than the others, though, were two smells that filled him with hope and dread respectively. One was a scent he remembered well; he sniffed again to confirm. It smelled of apples, hay and honest sweat. Definitely Applejack. The other was one he didn't recognize, but it set his hair on end, whatever it was. His instincts told him to fly as fast as he could away from that smell.

As far as Soarin was concerned, though, his instincts could go jump in the harbor. Applejack had been in the town more recently than anypony else and that warranted a closer look... even if the smell of whatever-it-was was stronger and fresher. He took a deep breath, steeled himself, and slunk in. He kept to the wall of the nearest building, every sense on high alert. They took in...

Nothing. While some of the houses were smashed, those that weren't were completely intact. He passed a bakery and saw that the bread and cakes in the window had turned green from mold. "Waste of perfectly good food," he muttered to himself. The tale was the same with every building he passed. Fruit sat rotting in stalls in the market, except for the half of the market that had been leveled. Their fetid stench overpowered his handle on the smells of Applejack or the mystery scent.

But whatever else was going on, there weren't ponies hiding in the buildings like he'd hoped. There were no living things bigger than the rat dragging a rotted mango from a shop called _Mangos and Cufflinks_. Of course, that meant he could relax. It also meant that he was wasting his time with this... but he might as well try. "Hello? Anypony? Applejack? I'm here to..."

Soarin trailed off. Pitch black clouds blanketed the sky from horizon to horizon. He had no idea where they came from; he simply blinked and there they were. They looked too black to be anything natural; it was dark as twilight, so thankfully he could still see.

Soarin let out a startled yelp as two shapes emerged from the clouds. Strike being thankful he could see. They were giants, he could see that even from a distance. Both were black as midnight, save for their grey stomachs and eyes that burned like coals. Long necks, long tails, leathery wings... oh horse apples. He'd studied his flight cards too well to think they were anything but dragons.

He stood transfixed by the sight; before it occurred to Soarin that he should beat a hasty retreat, they had already landed in the town square. Their impact almost knocked him off his hooves.

"G-good afternoon." He'd read that dragons were smart. Maybe they were reasonable dragons? "Nice to meet you, I'm..."

"Bah!" Any hope of reasoning with the monsters left Soarin's mind as soon as he saw... it. It had ridden in on one of the dragons, but now hopped off and landed on the ground in front of its mount.

"It" was the only word Soarin had for the monstrosity before him. The brown-furred being stood on its hind legs like a monkey and its front (top?) legs ended in hands that looked like those of the dragons, only without their claws. A supple tail twisted and turned behind it, betraying its annoyance. Large, bat-like wings extended from its back, though it tucked them into a resting position after it landed. Its face was what really made Soarin's heart race. Its bald, pig-like face extended from a thick, leonine mane around its neck, and the horns of a ram extended from the sides of its head. Its expression showed nothing but rage and malice.

With a voice that sounded like somepony gargling rocks, it declared, "It is not the pony we came for. Another false alarm!" It snarled from frustration and kicked a stone, sending it through the window of the bakery.

"What are you?" It was a dumb question, but Soarin couldn't help himself.

The monster's smile was more terrifying than its scowl, somehow. "What am I? What is that to you, horse?" The word "horse" just dripped with condescension. "If you must address me by name, you will call me Scorpan... not that slaves need speak." He (Soarin could tell it was male now) snapped his fingers, and the two dragons instantly focused on Scorpan. "Capture him and bring him back to Midnight Castle. One pegasus is not worth the time of Scorpan."

Before he was aware of what he was doing, Soarin was flying at Scorpan at full speed, leaving a trail of black cloud in his wake. "Not so fast! You're... eep!" The dragons had already interposed themselves between Soarin and the demon. Soarin had to stop his attack as he desperately dodged the grasping claws and snapping jaws of the black dragons.

Scorpan was already airborne, winging away, but he looked over his shoulder and gurgled, "Take him intact, you fools! He's no good to us crippled!"

Soarin didn't know where Scorpan went after that; he just didn't have the focus to spare. He tried to pull up and away from them, but they were relentless. After what seemed like an eternity of high speed maneuvers, he realized he couldn't keep up this pace forever. He flew a quick loop above the larger dragon's head, leaving a ring of sparking, black cloud above its head. With a tap from his front hoof, the cloud discharged all of its energy in a bright flash of light right in its eyes. The dragon bellowed with surprised pain and thrashed blindly. Seeing his opening, Soarin zipped up and kicked it straight in the jaw.

He regretted it immediately; it was like kicking a brick wall. He uttered a curse as he ducked under a blind retaliatory swipe from the dragon. He'd almost broken something and the dragon hadn't even noticed. "Great, so direct attacks are off the table." He glanced up and allowed himself a cocky smirk. "Or maybe I just need more cloud."

Soarin put on another burst of speed and flew up towards the clouds as fast as he could manage, the dragons in hot pursuit. Very hot pursuit; one of them released a gout of dark blue flame from its mouth, despite Scorpan's instructions. He narrowly dodged it, but he swore he smelled burnt mane.

Soarin reached the clouds, which hovered over Del Mare much lower than they should have; just another sign that they weren't natural. He tried to hit one to summon a lightning bolt; if he could set off a lightning storm, that would give him the cover he needed to hightail it out of town. However, instead of the normal, solid sensation of a cloud, his hoof passed through it like it wasn't there. Caught off balance by his failed kick, he barely managed to dive out of the way before the dragons could grab a hold of him. Much faster than he would have preferred, though, they swung around and continued to pursue him.

Soarin was panting hard now; he'd flown most of the day, and this dogfight had his wings burning. His store of magical energy was almost completely depleted. At this rate, he only had a few minutes of hard flying before he'd have to land, and that wasn't exactly an option with two dragons on his tail. "Do or die time, Soarin." He increased his speed yet further, the wind whipping his exposed muzzle mercilessly. He couldn't imagine doing this without his goggles.

He also noted that his cowpony hat was still there... somehow. That chin strap was worth the extra five bits. Wait, he still had the hat on? That thing must have been slowing him down, even if he hadn't noticed yet. He should have ditched it the instant the dragons showed up!

... this was what he was focusing on in a crisis?

Blood 'n Guts was right, your mind did go strange places under stress.

As he dove, he started shaping his magic energy in a small pocket behind him. It occurred to him that his signature move, the Whistling Immelman, hadn't been used in anger since the War of the Tulips nine hundred years earlier. He hoped it worked; after this, he'd be completely spent.

Right above the ground he pulled up rapidly, leaving a pocket of air behind him as he straightened out and flew the way he came. Strengthened by the small package of magic energy, the air bubble kept its shape for several seconds. When it popped, the air was split by a high pitch squeal that made Soarin grimace. He'd done the maneuver a thousand times in practice and shows, but he still wasn't completely used to the sound.

The dragons, caught completely off guard, shut their eyes and tried to shield their sensitive ears from the cacophony. The fact that Soarin could see this made him realize his mistake. He'd turned right at his attackers and was rocketing towards them. This was what the textbook, show version of the Whistling Immelman called for; in combat, he was supposed to immediately veer off to the side.

It was too late; at this speed, Soarin had to keep going straight and fly right between the dragons or risk a head on collision. He thought he'd cleared the danger when one of the dragons' thrashing tails smacked him in the side of the head. Soarin crashed to the ground in a daze, going end over end before skidding to a halt.

Before fainting, Soarin was aware of hooves lifting him up in a firepony's carry and taking him... somewhere. He didn't know where.

It smelled like apples, hay and honest sweat, wherever it was.

* * *

><p>End of Chapter 1<p> 


	2. Chapter 2

Semper Fidelis

Chapter 2

_Dum Spiro, Spero_

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><p>Soarin had never been in a warzone before, but he was sure it sounded like one outside. He let out a pained groan. He didn't want to open his eyes just yet; his head felt like he'd plowed through a brick wall. As his memories settled back into place, he wondered if that would have been less painful. Where was he? He was lying on cool earth, he knew that much.<p>

"Soarin? You awake?" The voice was barely above a whisper, making it hard to hear above the sounds of carnage above.

Soarin forced his eyes open and sat up, regretting it instantly as a fresh wave of pain shot through his head. The room was dark, lit by a single candle on a table at the center of the room next to his hat, uniform (who'd taken that off?) and saddle bag. Dark bottles sat in racks, occasionally jostled by the shockwaves from above. Above? Definitely above; he was in somepony's cellar. But he didn't see who was talking until somepony trotted up behind him and gave him a comforting nuzzle. He turned and his pain disappeared. "Applejack!"

"Glad to see you too." She laid down next to him and pressed against his side. She kept up the nuzzling, which felt less like a loving gesture and more like she was trying to convince herself he was real. "Y'all had me worried there. Ah was startin' to think you weren't gonna..." She let the thought trail off.

Soarin finally got a good look at her. He almost wished he hadn't. Her fur was dirty and matted, there were large bags under her eyes and he could faintly feel her ribs as she leaned into him. He put a wing around her. He struggled to come up with something meaningful to say. "Are you okay?" That wasn't it.

Applejack looked up at him with a sarcastic, half lidded glare. She was good at those. "Well, ah ain't exactly been out enjoyin' the sea air, but ah'm a mite bit better now. Them apples in your saddlebag hit the spot, seein' as ah ain't had fresh food since Thursday... at least, ah think it was Thursday. Plus, you're here." She punctuated that with a much more loving nuzzle. "Once the other Wonderbolts arrive, we can get somethin' done." She closed her eyes and leaned into him again, giving an exhausted little smile that prompted Soarin to nuzzle her. "So now we just wait fer the cavalry to show up."

Soarin blinked. "Um... the other Wonderbolts?"

Applejack stiffened instantly. "Oh no." She shot to her feet and backed away slowly, looking at him like he'd grown another head. "Oh no. No no, don't y'all tell me... you came with somepony, right?"

He shook his head slowly.

"What the hay, Soarin?" Applejack stomped her hoof. The look of shock and rage on her face robbed the gesture of any hint of petulance.

Oh no. A storm was coming.

She was in his face in an instant. Her exhausted eyes burned with anger. "What the hay? Y'all must've known somethin' was wrong and you just came out here on your lonesome? What were you thinkin'?"

Soarin wished she wouldn't yell. He didn't deal well with yelling. He shrunk back. "W-well, I..."

She leaned in further. He wasn't getting away that easily. "Oh don't you interrupt me!" The fact that she'd asked him questions didn't seem to occur to her. "Ah've been out here dodgin' dragons and hidin' in cellars fer ah don't know how many days 'cause days don't mean much when y'aint seen the sunlight! And then you had to show up and get mah hopes up that maybe somepony back home had noticed and now you're stuck right here with me!"

"Somepony back home did notice, AJ. Big Macintosh and his friends are coming if they don't hear from me by tomorrow." Her eyes burned even hotter. Oh nuts, that wasn't what she wanted to hear.

"Ah couldn't even keep 'em from cartin' off my friends to do heaven knows what to 'em and now you're tellin' me more ponies are gonna show up? You big idiot!" That stung. Applejack knew it too and winced when she said it. Still, she kept going. "That don't help nothin'! Now ah got all them other ponies' fates on mah head!" Now, rather than being in his face angrily, she has leaning forehead to forehead, her eyes shut as tears started welling up in them. "Ah had a plan, durnit. It wasn't much, but it was a plan. They know when ah'm above ground somehow, but ah can hide in these cellars and ah've been making progress. Ah was three days from the city limits and then ah was gonna make a dash fer the forest and now it's hopeless. Big Macintosh and all his friends're..." Soarin felt the hot tears hit his face. "Y'all should've gotten more help. Ah can't do it, Soarin. They got 'em all, the whole town, mah friends, they even torched Pappy's hat right off mah head. All ah could save was mahself and now everypony's wrapped up in this 'cept the ones who could do something about it."

It took Soarin a minute to figure out what to say. That "big idiot" comment made him freeze up inside, but now Applejack was crying onto his face; waiting for it to blow over wasn't an option. He reached a hoof up and cradled her face. "Applejack, it'll be okay."

"How can you say that?" The anger was spent; her voice quavered with despair. "Mah friends're probably dead and all ah could do was hide!"

"Because I don't think they are dead. That demon-monkey-thing told his dragons to take me alive and called me a slave. Wherever your friends are, they're probably alive." He hoped he wasn't remembering what Scorpan had said wrong; he'd been busy being terrified at the time, so some of the fine details were fuzzy.

"Oh yeah, that's better! They're off workin' in some salt mine!" Her eyes snapped open and a little bit of the fury returned.

"You can free prisoners, Applejack. We'll figure out something." He tried to make his voice as soothing as possible; at least it snuffed out the anger again.

That hopeless fear was back, though. "We're up against dragons, Soarin! Dragons and a demon against two little ponies! Ah've been thinking about it all week and ah got no plan 'cept runnin' away." She sighed. "It's all ah'm good for in a fight. Ah act all tough, but when everypony needed me ah couldn't do anything."

He locked eyes with her and tried to look as intense and serious as he could. "Applejack, you need to stop blaming yourself. This is normal; the training manuals call it survivor's guilt. Thinking about everything that went wrong isn't productive."

"Well what is productive, smart guy? You read a lot of manuals on dragon fightin'?"

Soarin didn't let himself rise to the challenge in her voice. "What's productive is calming down, AJ. It's nobody's fault except Scorpan's. I promise you, I'll figure something out. We'll get out of here and we'll find your friends." He meant it, too, even though he wondered how he was going to pull it off.

Soarin felt like his soul was being probed as Applejack looked deep in his eyes. After a long moment of silence, she moved to his side and pressed into him again. "Okay Soarin. Ah believe you. You von Richthofens always keep your promises." Oh good, at least somepony believed in him. "Not like me." She started crying again.

It was kind of scary, really. He'd only seen Applejack a few times, but he'd gotten the impression that she was a strong, take-charge mare. Until today, he would have had trouble thinking she could cry, much less randomly vacillate between angry and weepy and back again. He was very tempted to just let her cry and have his shoulder do the hard work for him. He didn't give into temptation. "What do you mean? Did you promise somepony you'd never hide out in a cellar?" That joke was bad and he felt bad.

Applejack didn't seem to notice. "Pappy's hat. Ah promised him ah'd keep it forever. It's gone and it almost hurts as much as losing mah friends and ah just feel terrible for saying that. But it's like he's really gone now." She looked up at him, her eyes still dewy. "That must just sound so silly."

"Nuh uh." He nuzzled her again. "You told me what it meant to you, and there's nothing silly about it. I've met a lot of silly ponies, Applejack, and you aren't silly. I just wish there was something... hold on." He got up and trotted over to the table. Applejack shot him a quizzical look as he grabbed his cowpony hat. He walked back and carefully placed it on her head.

Applejack stayed silent and her face became unreadable. She was obviously deep in thought. Finally, she cocked an eyebrow. "Do you think you can replace it that easy?" Her tone was slightly accusatory.

Soarin sighed and laid down next to her again. "No. Nopony can. I just thought I could do something to try and help, but I can't seem to do anything right tonight." He rested his head on his hooves, feeling completely dejected.

After a moment, he felt a kiss on his cheek. "Ah'm sorry, Soarin. Ah'm just all out of sorts and ah've been takin' it out on you, and it ain't fair." Applejack moved his head so she was looking him in the eye. "You're sweet and you've never been anything but sweet." She adjusted the hat a little. "Thanks for the hat; it fits just right and ah like the color. Maybe it'll mean as much as the old one someday."

There was a pause. Neither knew what to say. Soarin felt this inexpressible desire to show her he cared. Apparently she was thinking the same thing; she leaned in a little, her lips puckered expectantly. Soarin was going in for the kiss when Applejack yawned, ruining the moment. She giggled, a sound that made Soarin's heart sing. "Sorry. Ah ain't exactly been sleepin' much." She yawned again, closed her eyes and leaned into him. "We can make plans and swap info in the mornin'."

Soarin tried not to let the disappointment enter his voice. He really needed to get his priorities in order; a war zone wasn't the place to make out. There'd be time for that later. He hoped. "Goodnight Applejack." He wrapped his wing around her again.

"Goodnight, Soarin."

The dragons continued their enraged rampage above, but the two ponies slipped into a deep sleep, soothed by each others' presence.

* * *

><p>"Good morning, Soarin."<p>

Soarin scrunched his eyes and clutched his teddy bear harder. His attempt at an erudite response came out more as a groan.

"Soarin, it's time to wake up. We have things to do."

"Don' wanna. My wings're sore. Make Highfly do it." He hugged his teddy bear even harder. He liked his teddy bear. It was soft and warm and it smelled like apples and hay and...

His eyes shot open and he was eye to eye with a bemused looking Applejack. He let her go like she was made of lava and scooted back a foot. "Ack, AJ I don't know what we did last night, but we can't let Big Macintosh find out! I saw the way he looked... at..." Then he noticed he was still in the cellar and his memory filled in the situation. "Oh." His face flushed bright red and he grinned sheepishly.

Applejack laughed and laughed. In fact, she laughed a little longer than seemed necessary. Finally, she got mirth under control and give him a peck on the cheek. "Thanks Soarin, ah needed that."

"Um... You're welcome?"

Applejack went over to the saddlebag, snickering. "You bein' afraid of Big Macintosh. Hah!"

He waggled his eyebrows playfully. "You're right, I should be worried about you. After all, I did wake up naked."

Applejack blushed furiously. "Ah was checkin' you for injuries. Honest." She blushed even harder as he laughed at her embarassment, which made him laugh harder. She tossed him one of the apples. She sputtered, "Here, food, shut up!"

Soarin's stomach growled and he wanted to swallow the fruit whole. For once, though, he decided not to devour it with his normal gusto seeing as the saddlebag was half as full as it had been when he'd left the farm. Applejack must have had a serious case of the munchies the night before. Instead he nibbled it, chewing thoroughly.

"Nice to see you savorin' yer food for once." Applejack sat next to him, the color finally leaving her face. "So. Ah guess we oughta get to business."

Soarin nodded. "Yeah, I guess so. Truth be told, I almost forgot, seeing as the dragons aren't stomping around up there anymore."

"Thank heaven fer small favors. That's what's been keepin' me up. Well, that an' the guilt." Soarin shot her a reproachful look. "Yeah, ah know it ain't mah fault. Some good sleep and better company has a way of puttin' things in perspective." She leaned into him lovingly, and then had a small coughing fit. "'Scuse me, ah didn't notice how thirsty ah was."

Soarin smacked his dry lips. "Now that you mention it, I haven't had anything to drink since I left Sweet Apple Acres. Do you have anything?" He yawned. "Maybe coffee? I could use a caffeine hit."

She shook her head. "No such luck, sorry. We got about twenty bottles of the good stuff down here, though." Applejack gestured at the racks of bottles.

Soarin frowned. "I'm not sure this is the best time to indulge. We need our wits about us."

Applejack gave him a confused look, and then let out an embarrassed chuckle. "It ain't that kinda cellar, Soarin. Del Mare's famous for its grape juice, and after runnin' from cellar to cellar all week, ah can see why." She carefully lifted out a bottle, inspected it, then shook her head. "Though whoever owns this one oughta have his taste buds revoked. Listen to this. 'Golden Vineyard grape juice is enhanced with hints of oak and citrus.'"

Soarin raised an eyebrow. "What's wrong with that? That sounds pretty good."

"If you gotta pretty it up, yer growin' it wrong!" She popped it open. "Still, better'n goin' without." She gave him the bottle and began the search for something more to her taste.

Once again, Soarin suppressed his inner _gourmand _and savored the juice. Hm. The supposed hints of oak and citrus were pretty much nonexistent, and it was pretty tasteless to boot. Maybe Applejack had a point. Still, no reason not to have some fun with her. "Y'know, I've never seen this side of you, AJ. I wouldn't expect you of all ponies to be picky about anything."

She snorted huffily. "It ain't pickiness, it's professional standards. That's mah story and ah'm stickin' to it." She sat back down next to him.

Soarin playfully said, "Looters can't be choosers, Applejack."

"Ah ain't lootin', ah'm working up a tab. So there." Just as playfully, she stuck her tongue out at him before imbibing from her own bottle.

Soarin grinned. This was the Applejack he'd met in Fillydelphia. He had a sudden urge to pick up where they'd left off last night, or at least start a tickle fight.

And then he noticed that she was wearing his hat, not her father's. That brought him back to the hard, unpleasant reality of the situation. "I think we got a bit off topic. Again."

Applejack frowned slightly. "Yeah, ah suppose we did. You want to go first or should I?"

"You're the eyewitness, so you."

Applejack nodded. "Well, like a lot of our adventures, it started with a letter from Princess Celestia. A dragon was takin' a nap by Del Mare." She saw the confusion in his eyes. "A snorin' dragon puts out enough smoke to block out the sun and they sleep for a hundred years. If they pick the wrong spot to nap, they can wipe out a whole town."

Soarin's eyes went wide. "Wow. They didn't cover that in the manuals."

"What did they cover, then?"

"They mostly said that if we ran into a hostile dragon, we were supposed to distract it until a combat mage could get called in."

It was Applejack's turn to look surprised. "Combat mage? As in one combat mage? For a whole dragon?"

Soarin nodded. "Yeah, apparently back in the day a well trained unicorn could take out a dragon by themselves. It's enough to give a guy a little horn envy."

"Huh. Ah guess you learn something new every day, whether you like it or not. Why, just last week, Apple Bloom..." Applejack trailed off. She frowned and looked down, tracing a meaningless doodle in the cellar's floor with her hoof. "We're gettin' off topic. No more interruptions 'til ah'm done, okay? Ah just wanna get this done in one go, like when you take off a bandage." Soarin nodded and wrapped a comforting wing around her. "It was gonna be easy. We'd dealt with a dragon before. Last time, Fluttershy saved our bacon all on her lonesome, and she took hours to get over her fear of dragons. She was rarin' to go this time, so ah figured we'd be done lickety-split with plenty of time for a little vacation."

Soarin resisted the urge to ask questions, choosing instead to nod.

Applejack shut her eyes as they began to tear up. "Fun and sun. That's all Pinkie and Spike could talk about. 'Bout five minutes after we got into town, them clouds rolled in and the dragons were everywhere. Ah saw that monkey thing, though ah didn't know his name. He didn't talk to me, he was just barkin' orders at the dragons. You just saw two, but there were dozens after us. Next thing ah knew, ah was in one of these cellars." She bit her lip as she wracked her memory. "Now that ah think about it, ah might've just fallen down the stairs on accident." She barked a joyless laugh. "Least now ah know ah didn't abandon everypony on purpose."

Soarin knew he wasn't supposed to interrupt, but Applejack looked like she was in danger of slipping into another unproductive funk. So, he gave her an encouraging nuzzle. That wasn't technically an interruption, right?

She gave a wan smile. Her eyes said, "thank you," though her mouth continued the story. "After that, it all sorta runs in together. The cellars and basements are the only safe places ah have; any time ah'm above ground, them dragons show up right quick. Ah ain't had much time to get out when ah had to scavenge food, so mah escape attempt has been a mite slower than ah would've liked. Every time ah set 'em off, they stomped around the town for hours, then left when they got bored, ah guess. It's been hard to sleep or think. And that's all ah got. How about you?"

Soarin thought carefully. "I showed up and the whole town was deserted. Then Scorpan, the monkey guy, showed up with two dragons. He said something about taking me alive and then left. And I'll tell you this much, those things are not clouds. I tried to kick one and was like I was touching vapor or something; they weren't solid like real clouds. Then I got smacked 'cause... frankly, I made a rookie mistake. Then I woke up here." He gave her a little squeeze with his wing. "See? You saved me. That's worth something."

Applejack grinned slightly. "Ah hadn't thought of it that way. Makes me feel better 'bout my track record this week. So, what do we do about keepin' up the winning streak?"

Soarin was silent as he thought through the variables. Finally, he said, "We run."

"Huh?" Soarin wished Applejack wouldn't be so cute when she was confused; it made it hard to concentrate.

"Well, it seems to me that you were right. We're just two ponies against all of those dragons, and it just doesn't add up."

Applejack looked ready to object, but decided against it. "You're right. Fancy mathematics is makin' things pretty dang clear, for once."

Soarin took his now empty bottle and laid it on the ground. "Okay, so this is Del Mare." He drew a line with his hoof, connecting the bottle with his apple core. "About twenty miles west of here, further inland, is Sierra Maredre. It makes Ponyville look like Manehattan, but they'll have a post office, and a good mail pony can get word to Princess Celestia in a few hours."

"Why not just go straight to Celestia ourselves?"

"Because I can't fly us both that far. It'll be pushing it getting us to Sierra Maredre."

Applejack shook her head. "No, that's just silly. Just go yourself. Ah've been fine all week, ah can wait another day."

Soarin got up and started putting on his uniform. "Nope, sorry. Leaving you isn't an option. I promised your family I'd find you and bring you home if there was trouble, and I think this definitely qualifies."

Applejack looked ready to disagree, but Soarin put on his most determined, no nonsense face. Apparently it worked, because she broke eye contact and chuckled. "Ah thought ah was supposed to be the stubborn one. Okay fine, ah'm goin' with you."

Soarin resisted the urge to comment; now was the time for authority, or else she'd see an opening and then she'd make him cave in. He hated saying no in general, and his willpower wasn't exactly at full strength today. He grunted as he got to his feet. His wings weren't at full strength either; a full day of flying followed by a dogfight and a Whistling Immelman had left them feeling a bit spongy. He hoped he wasn't blowing smoke about getting them to Sierra Maredre; he'd felt so confident in that moment and he didn't want to undermine it.

Then he felt a hoof poking at his wings. "You sure you can get us both all the way to Sierra Maredre? Yer wings're lookin' a bit spongy."

His wings were a bundle of nerve fibers, ready to adjust to the slightest change in air pressure. Applejack's ministrations were making him giggle. "How would you know?"

Applejack kept it up. Curses, she saw his weakening resolve. "Ah've seen what Rainbow Dash's wings look like after a hard day of flyin' and that's the way yers look now."

"I can make it, s-seriously, okay please stop, those are sensit- hee hee!" He was losing it!

Applejack's face was far too stern for a tickle war. "Not 'til you admit that you can't fly us both to the woods, much less twenty miles."

"N-no, hee hee, I-I can do it, hee hee hee, I-I'm good to, hee hee hee, please, ha ha, oh fine!" He collapsed to the ground, his knees even spongier than his wings at this point.

"Ah knew it." Her expression softened a bit as she locked eyes with him. "Ah know a thing or two about takin' on more'n you can really handle, Soarin. It don't lead to anything good. Now be honest with me. Do you think you can get us to Sierra Maredre?"

He couldn't lie to those beautiful green eyes. "On a good day, maybe. But it isn't a good day."

She nuzzled him. "Well, you're our ticket out of here. Ah ain't gonna make you break your promise... plus, ah'll admit, ah want out of here as soon as possible. Ah was just bein' practical a minute ago. So what can ah do to make this a good day?"

"Well, I have a few ideas..." He waggled his eyebrows.

* * *

><p>"Okay, we're down to two apples and y'all've gone through five bottles of juice. You feelin' ready to go yet?"<p>

"Do I!" He hopped up on his back legs and flexed his forelegs for effect. "Between the power nap, the back massage and that small meal, I feel like a million bits!"

"Small? That was twenty apples!" Applejack looked at him incredulously.

"Well, you know me." Soarin shot her a grin. "Next stop, Sierra Maredre!"

Applejack quickly tied a lasso she'd made to her tail. Noticing the confused look Soarin was giving her, she added, "It's just an insurance policy."

"I didn't know you could work a lasso with your tail."

Applejack smirked proudly. "There's more to bein' a cowpony than ownin' a hat."

"I meant I didn't think anyone could work a lasso with their tail." He flicked his own for emphasis. "All mine does it keep the flies away."

"Ah'll show you how it's done when we get out of here." She made her way up the stairs.

Soarin smiled. She'd said "when," not "if." That confidence in him made him feel warm and tingly.

Soarin's "power nap" must have taken longer than he'd thought; when they got above ground, he couldn't see the sun; he guessed it was just after twilight.

Applejack prodded him. "Alright, Soarin, ain't nothin' you haven't seen before. We need to get runnin' 'fore them dragons show up." Her voice was tinged with fear.

Soarin considered saying something comforting, but decided that there wasn't time. She got up on his shoulders and grabbed him tight. He could feel her tremble and decided again that the most comforting thing he could do was get her away from Del Mare. He was getting ready to take off when a gout of blue flame toasted the ground in front of him.

Before he knew what he was doing, he'd flown back twenty feet, taking a surprised Applejack with him. Soarin gasped, "Sweet Celestia!"

A familiar, gurgling voice came from above. "I'm afraid she can't help you now."

As Scorpan and a single, navy blue dragon landed in front of the burning remnants of the cellar door, Soarin hazarded a glance upward. He cursed aloud; he should have known those unnatural clouds were back! He couldn't see a star in the sky, much less the moon. Those clouds definitely weren't natural; how dark clouds could emit light was a question for another time.

Applejack hopped off his back. "What are you doing," he whispered.

"You won't be able to get away with me weighing you down. You get on, a-ah'll be f-fine." She stumbled over the obvious lie.

"For the last time, I'm not leaving you." That came out a bit harsher than he'd meant, not that there was time to apologize.

Scorpan glared at them, his lips curled in a harsh sneer. "You have proven annoying, Wonderbolt. But I must thank you for drawing out my real target. She has been rather elusive this week."

Crud crud crud. Scorpan wasn't supposed to be here! Applejack had said there was always a five minute delay! Scorpan and the dragon must have been camped out in the town. And how did Scorpan know he was a Wonderbolt? He hadn't mentioned it before.

It was as if Scorpan could read his mind. "My slaves know you very well, Wonderbolt. Apparently you're famous for your flying skills. That certainly explains how you escaped my other servants."

Applejack whispered, "He might mean Rainbow Dash!" The hope in her voice seemed completely out of place, given the circumstances. For one thing, Scorpan was severely overestimating his role in his earlier escape, but Soarin wasn't about to tell him that.

The demon continued, "And apparently there are more of you out there. This is unfortunate... for you. It means that it is more convenient to kill you than to risk your escape."

It was poker face time, no matter how many butterflies were fluttering around his stomach. "I got away from two of your dragons. What's one going to do?"

"Hmph. Clearly you don't know your dragons." Scorpan stroked the dragon's haunch almost tenderly. "Xerxes and Fafnir are a bulky breed, suitable for bringing down castle walls and hauling heavy loads. Vibria here is a racing dragon. She caught the blue Element of Harmony, and I am assured that she is much, much faster than you."

What the hay was an Element of Harmony? And did they mean Rainbow Dash? She was the only pegasus he could think of that anypony could describe as "much, much faster" than a Wonderbolt.

Apparently Applejack knew what he was talking about, and wasn't too keen on it. With a cry of inarticulate anger, she charged in and lashed out with her tail. The lasso whistled through the air and hit home, binding Scorpan's arms and wings to his side. The demon was caught completely off guard by the attack, not even having the presence of mind to struggle yet.

Unfortunately, Vibria was on the ball. She let out a blast of flame, incinerating the rope and very nearly Applejack and Scorpan with it.

"You stupid beast!" Whatever tenderness had been there before was gone now. Scorpan kicked her in the side as he slipped out of the remains of the rope. Vibria flinched under the attack, even though it couldn't possibly have hurt her. " We need her alive! Just kill the pegasus! I'll capture the Element of Honesty!" With a flap of his wings, he was in hot pursuit; Applejack was already making a dash for cover.

And now he was calling Applejack an Element too? Before Soarin could consider what this meant or move to help, he was forced to fly out of the way as Vibria lashed out with more fire. It was close; this time he definitely smelled burnt mane. Simple fear took over and he bolted for the tree line, the dragon right behind him.

He had to get away. His wings pumped desperately, vainly trying to put distance between him and the rapidly closing dragon.

Sweet Celestia, that thing was fast. His instincts told him to fly away as fast as possible, but it was an impossible race. Like his instructors had always said, his instincts could get him killed if he let them have their way. So it was time to get them under control and... oh Celestia, the dragon was as big as a house and it was coming just for him and it was faster than him and it was hopeless! He was going to die! And Applejack...

That did it. Soarin told his instincts to shut up and let the tactical part of his brain take over. He swerved left and flared his wings, braking as hard as he could. The dragon, intent on her chase, bowled into a stand of trees. It cried out in pain and anger. Much to Soarin's dismay, though, it got up almost instantly, apparently none the worse for wear. So much for his hopes that a racing dragon was more brittle than the regular ones. She seemed satisfied to stay where she was and just shoot flames at him.

Fine by him. Dodging the fire was easier than dodging Vibria's claws; the hard part was getting close enough to the flames that she wouldn't get frustrated and give up before he had a moment to think. He wracked his brain for a strategy.

Physical attacks were out; he'd just seen her shrug off going through a whole stand of trees, so anything he could do would just bounce off. He couldn't make lightning from the unnatural clouds. He couldn't outrun her. Plus, every minute he spent playing with the dragon, Applejack was alone against Scorpan.

That meant it was time for some maneuvers his dog fighting instructor, Blood n' Guts, called "damn foolish." In mid dodge, Soarin put on a burst of speed and flew back towards town, leaving a trail of sparking storm clouds in his wake. With an enraged shriek, Vibria was on his tail. Disappointingly, she was able to fly through the clouds like their weren't there, despite their high voltage. Oh well. He already knew she was tough; that was why he was resorting to damn foolishness.

He went faster and faster, building up his elemental aura. His suit began to crackle with electric energy as he let less and less of it enter his wake; the clouds thinned, then petered out sometime after he cleared Del Mare.

If Blood n' Guts had been there, he would have told Soarin this was beyond stupid. Soarin had never even tried it in practice, much less under this sort of stress. Plus, this was how Blood n' Guts got his wooden leg. Soarin was always glad to listen to the old stallion... when Applejack wasn't in danger.

With a grunt, Soarin started to shunt the electrical energy from his suit to his right front horseshoe. He was over the harbor now, and Vibria had finally caught up with him. After a minute of desperate dodging, the metal hoop started crackling loudly and his foreleg was starting to go numb. That was exactly what had happened before Blood 'n Guts' horseshoe had exploded. Thor's Hammer had been a desperation move in the old days, when the suits were made for it. They weren't anymore, so every second he waited brought disaster nearer. He needed to get rid of the energy and fast.

Vibria had stopped wasting fire and was now focused on grabbing him. She'd come close many times as they looped over the harbor, since Soarin had to split his attention between dodging and the Hammer.

Oh well, now he had his trump card. With newfound confidence, he quipped, "You know what happens to a dragon when it's hit by lightning?" He braked again and swung around, hovering in place. The dragon was too big to match the maneuver, but why would she? She was about to smash him like a bug on the window of a freight train.

Or at least, she thought she was. At the absolute last moment, he swooped up and to the right. "Neither do I! Let's find out!" With all his strength, he slammed his sparking hoof dead center on her back.

The world went white for a moment; if he hadn't had his goggles down, Soarin could have been blinded permanently. As it was, it took a moment for his vision to clear. He didn't like what he saw; the dark ocean was racing up at him.

Worse, Soarin's entire body was as numb as his hoof. His wings refused to work and he dropped like a stone. He strained, but it was no good; he might as well have had turnips growing out of his back. "Come on! Come on! Work!" Just before he hit the waves, he managed to force his wings to respond. As he pulled up, he heard an enormous splash behind him. Success!

He still wasn't up for flapping, though, so he glided onto the beach. It was a nice beach, really. He'd have to come back when he wasn't fighting for his life.

His landing was as graceful as his mouth-writing on Novocain; his hoof caught in the black sand and he landed hard on his back. He let out a groan. "At least I'm better off than whatsername."

After a moment, the feeling returned to his limbs and he vowed never to try that again. It had been close; a quick inspection of his horseshoe showed that it now looked more like a modern art piece than hoofwear. After letting it cool in the sea water, he pried the still hot shoe off, wincing with pain as it singed his lips.

He was about to make his way back to town when a dark blue head broke the waves not twenty feet from him. In an instant, she was above the water up to her waist. Despite spending more than a minute underwater, Vibria's back was still smoking. That was the only sign that Soarin's desperation move had done more than annoy her. Soarin backed away, as if a few more feet would make a difference.

The dragon's enraged roar was as powerful as the rest of her; Soarin felt it as much as he heard it. She flapped her wings twice, clearing the ocean. With that, the chase was back on.

As Soarin had learned, he couldn't hope to match her speed. Fortunately, he had a much smaller turning radius; that's all that kept him alive. They bobbed and weaved through the sky, Soarin staying just ahead of her claws.

But for how long? She'd just shrugged off his trump card. He was sunk; it was only a matter of time now.

Really, the end had never been in doubt, now that Soarin thought about it. Vibria had caught Rainbow Dash, if Applejack was right. Dash was probably the single most talented flyer he'd ever met. She'd done the Sonic Rainboom twice, learned the signature Wonderbolts cloud trail in five minutes and copied his Whistling Immelman with no help from him. And Soarin, if he was completely honest, was an average member of the Wonderbolts. There was nothing he could do that she couldn't, given a few minutes to figure it out. He just wasn't as good as her.

He turned that phrase over in his mind, before smiling. "I'm not as good as her!" He hatched a plan. It was a desperate plan; if it didn't work, he'd have more problems than a wooden leg.

But, it's not like he had a better option.

He swooped under Vibria's jaw, narrowly avoiding a clawed swipe. "Hey Vibria!" He gave her a two legged buck to the chin, causing her whole head to shake. "Try and catch me!" With that, he flew straight up, and she followed, bellowing with rage.

However, this time she wasn't closing in. In fact, he was quickly losing her. It was just like he suspected; in level flight, she had the advantage, but with her bulk, she couldn't climb as well as he could. And she seemed to realize it too; roaring with frustration, Vibria let out another burst of flames, which Soarin easily dodged around. He was getting good at that.

Just short of the unnatural clouds, Soarin danced through the air a little, blowing a raspberry at the dragon. "Nyeah nyeah! You couldn't catch a stunned yak!" Another roar and another blast of fire showed him that he was getting her riled up. Good. For what came next, he couldn't let her think straight.

After a moment, she finally made it up to his altitude. Soarin noticed that she slowed, seemingly reluctant to touch the clouds. As soon as she began to hover, he made a face at her and dove down. With a bestial snarl, she followed.

He was picking up speed rapidly. Too rapidly; his instincts, long silent, told him that he was going to crash. They were right, of course. He was going too fast to stop in time. He just had to hope for...

Yup, there it was. He could see the sound barrier before his hooves. It felt like he was flying through molasses, though he didn't slow a bit. "Oh no, don't tell me I'm going to pull it off this time." That'd be his luck. He was going to break the sound barrier and plow right into that shop below. Wait, he was slowing now. "A little more... a little more..."

There it went! His forward movement stopped suddenly, and was flung straight up, narrowly missing Vibria. As he was catapulted away, he heard a thunderous crash below him. He went end over end through the sky, chuckling to himself cockily. He couldn't do much else yet; he was going too fast to steer properly. "If she gets up from that, I deserve to lose."

All of the Wonderbolts had tried the Sonic Rainboom at one time or another. After Rainbow Dash had bailed them out at the Best Young Flyers competition, it was only natural. After the first dozen tries, he'd given up on it. Some, like Spitfire, had been more obsessive. For the last few months, her yelps of surprise as the sound barrier flung her away had become part of the routine at the training grounds. Still, who knew you could intentionally bounce off the sound barrier in combat? He didn't remember it from any of his manuals. He wondered if they'd name the maneuver after him.

Finally, a mile out of town, he ran out of momentum. He unfurled his wings and looped around, gliding back towards Del Mare. He was sore, especially in his right hoof, but who cared? "Let the combat mages handle the dragons! Hah! When I get back, I'm writing a whole new manual!" He was on top of the world, though he couldn't shake the feeling that he'd forgotten...

"Applejack!" He poured on the speed again. He was at the center of town in under a minute, but he saw no sign of Scorpan. What he did see, though, was Applejack desperately digging through the rubble around the unmoving dragon. "Soarin! Soarin, say somethin'!"

He landed in front of her as quickly as he could manage, not wanting her to worry any longer than she had to. "I'm right here, AJ. Where's Scor-" He was cut off as Applejack grabbed him and brought him in for a kiss on the lips. When he'd imagined settings for their first kiss, being next to a dragon half buried in _Linens and Fireworks _wasn't one of them.

He decided to close his eyes and just enjoy it.

Mm. That settled it; Applejack did taste like apples.

It was far briefer than he would have liked, though. She broke it and in a scolding tone said, "Don't do that to me! Ah thought you were crushed under a ton of dragon!"

Soarin nuzzled her. "Well, of course I wasn't. I couldn't get you home very well if I was."

Applejack's widened excitedly; she grabbed his hoof and started dragging him towards one of the untouched houses. "Oh we ain't goin' nowhere no more! Ah got 'im!"

Soarin blinked. "What?"

Applejack smirked at him cockily. "That monkey came after me. Them wings got in his way indoors and a good buck to the face dropped him."

Soarin's jaw went slack for a moment. "Really? You KO'd a demon lord?"

Applejack puffed herself up proudly. "Yup! Did it in one buck!"

Following a hunch, Soarin looked up. Stars! He didn't realize how much he'd missed them. Oddly, it was darker now than it had been under the unnatural "clouds." He guessed it to be a couple hours to sunrise. Just how long had AJ let him nap? Then again, he'd spent a lot of time knocked out or sleeping. Applejack was right, without the sun, time was kind of meaningless. "I think it's all done, Applejack. We did it."

"Hold yer horses, Soarin." Applejack gave him one of her sarcastic glares. "Ah think y'all're forgettin' the matter of the missin' townsfolk and mah missin' friends."

"Oh. Right." Nope. He refused to let the fact that there was still work to be done ruin his joy. He gave her another victory smooch, this time on the cheek. "Still. One buck! I can't think of another mare who'd even try that!"

She smiled at him lovingly. "You didn't do too bad yourself, dragon slayer." She abruptly turned and glared at the house. "But for now, ah think that monkey has some explainin' to do."

* * *

><p>End of Chapter 2<p> 


	3. Chapter 3

Semper Fidelis

Chapter 3

_Alis Volat Propiis_

* * *

><p>They entered another cellar almost indistinguishable from the last one. Soarin noticed that Applejack was breathing shallowly and trembling slightly. He remembered that when they'd been in a smallish hallway with a large crowd in Fillydelpha, she'd pressed up against him and shivered. At the time, he thought she was just cold, so he'd put a wing over her. Did she have claustrophobia? He hadn't really considered the possibility, but if that was true, the last week must have been pure hell for her.<p>

Soarin's desire to give her a comforting hug vanished as soon as he saw they weren't alone. Scorpan lay there, obviously unconscious. Soarin had never seen anypony tied up so thoroughly before; he was surprised Scorpan could breathe under all those chains and ropes. "When did you have time to do all this?"

"Sometime after you did that big flash over the harbor, but before the dragon smashed that buildin'." Applejack sat down on her haunches and glared hatefully at the demon. "He ain't gettin' away."

Soarin sat down next to her, though he kept his distance. This wasn't the proper time for snuggling. "I guess we'd better wake him up if we want some answers."

Applejack nodded. She went over to the wine racks, picked out one of the bad labels and dumped the juice over the demon's head.

Scorpan coughed and sputtered before opening his grim yellow eyes. They focused on Soarin with a baleful intensity, but he stayed silent.

Applejack stomped, narrowly missing his head. "Hey! Eyes on me!" She met his gaze, and Soarin couldn't tell whose eyes held more hate. "Where. Are. Mah. Friends?"

Under that glare, Soarin would have spilled his guts before she spoke, but Scorpan laughed. He grinned at her maliciously. "Horse, I have seen things that would make you curse your creator for giving you eyes. I did most of them with my own hands. Let me assure you, you aren't going to intimidate me."

Applejack kept up the intensity of her glare. "Big talk for a monkey who can't scratch his own nose."

Scorpan seemed to realize his predicament for the first time. He struggled for a moment to break his bonds, only to find out just how thorough Applejack had been. He grunted with frustration. "This changes nothing. Your world is forfeit, just like a hundred before it."

"You ain't scarin' me. Ah stopped bein' scared on day three. Now ah'm mad, and you don't want to see what ah'll do when ah'm mad."

For all that Scorpan reacted, Soarin would have thought she'd just told him the weather forecast. He glanced around the cellar. "Aha, so that's where you've been hiding. Very clever for a horse." He gave her a toothy grin. "Where I'm from, horses are dumb brutes. We use them as beasts of burden. From what I've seen, the main difference between you and them is that ours don't have ugly tattoos on their flanks."

Soarin gasped as Applejack lashed out with her hoof, catching Scorpan in the face. She pulled him close, holding him by the ropes. "Keep tryin' mah patience, monkey, and you'll get more of the same! Answer mah question. Where are they? What did you do to 'em?"

"Ours also come in less ridiculous colors." Scorpan spat in Applejack's face.

With a scream of rage, she hurled him into one of the wine racks. Glass shattered and wood splintered, and Scorpan lay in a growing pool of purple liquid. "Is that all you've got?" As much as the demon was trying to keep up his mocking demeanor, Soarin could see that he was hurt.

And Applejack didn't look like she wanted to stop. With a burst of speed, he put himself between the two. "Applejack..." He didn't know what to say. He didn't want to see her like this, but he couldn't blame her.

She growled, "What're you doin', Soarin?"

"What am I doing? What are you doing?"

"Ah'm gettin' answers!" She challenged him with her eyes.

This time, he met the challenge. He wasn't about to compromise on this. "He's helpless!"

She was in his face in the blink of an eye. "So were all those ponies he snatched! And he just said we were the hundredth world he's done this to! He don't deserve no mercy if'n we can save 'em!"

Soarin took a calming breath. He couldn't let himself get cowed. Not this time. This wasn't an argument about how good of shape his wings were in; this was really important. "The Treaty of Ban-ei states that a prisoner of war cannot be interrogated through torture."

Applejack's eyes burned with indignation. "Ah didn't sign no treaty!"

"Celestia did, and I'm sworn to honor it."

She said, challengingly, "And if ah say ah don't give two hoots about yer oath?"

Soarin gulped. Facing down the dragon had been easier. "Th-then I have to stop you. I don't want to stop you. I don't know that I can stop you. But I'll have to try. I promised to uphold the laws and treaties of Equestria when I joined the Wonderbolts. Celestia herself was there."

"Just fer once, forget yer promises!" She pointed angrily at the groaning Scorpan. "You don't understand. You ain't been underground fer a week on account of him! You ain't been starvin' on nothin' but juice and scraps, you ain't been kept up all night by dragons stompin', worryin' that tonight was the night you ran out of hidin' spots, and you sure as shootin ain't lost yer friends to him!"

He tried reason. "If you hurt him too badly, you can't get your answers."

Reason failed. "He ain't givin' me answers anyway, but that don't mean ah can't make mahself feel better!" She tried to slip past him, but Soarin shifted to block her. She snarled, "Who're you to stop me?"

"Somepony who loves you." It wasn't a lie or an arguing tactic; it felt right, though he'd never said or written the l-word to her before. He hadn't ever really thought it. They were blowing through a lot of firsts today, none of them the way he wanted.

Her eyes widened with surprise before narrowing with anger again. "This ain't no time for love, Romeo. If you love me, let me get mah pound of flesh."

"No."

"Ah need this, Soarin." Her tone shifted from enraged to plaintive.

"No." That no was hard. He hoped he wouldn't have to say too many more of them.

"Why not!"

"Why not?" Why not indeed? He struggled for the words; it had to be convincing and true. She'd know if he didn't mean it. Finally, he said, "Because I came here to help Applejack, and right now the biggest threat to her is some angry mare who wants to make her a torturer. This isn't you. This is your anger and stress. Be honest with yourself."

She struggled with that for a long, silent moment. She leaned into him so they were forehead to forehead. He once again felt like she was staring into his soul. Finally, she said in a sad, quiet voice, "Ah still wanna do it, Soarin."

"I don't blame you." He put a comforting hoof on her shoulder.

A gurgling voice added, "How touching. How weak. This is why we always win."

Soarin's eyes widened. Did Scorpan have a death wish or something? Applejack tensed, but didn't make a move at Scorpan, much to Soarin's relief. "Do you wanna go somewhere else for a bit, Soarin? He ain't givin' me anythin' but a headache."

He sighed with relief. Being an emergency backup conscience was hard work. "Sure. Maybe some time alone will loosen Scorpan's tongue." He paused. "You sure he can't get out?"

Applejack nodded proudly. "Ah know a thing or two about knots. Ah'm sure he's havin' a hard time blinkin' right now. Long as we keep close, we're good."

"What about whatever they were using to detect us above ground?"

Applejack shrugged. "If they show up, we've got a hiding spot and a heck of a bargaining chip. Them dragons ain't gonna kill their boss to get at us."

He nodded. "Okay. Lead the way, AJ."

"It's funny. You never think about little things like the breeze 'til you can't have 'em."

* * *

><p>Soarin nodded in agreement. The two had picked a cool, soft spot on somepony's lawn to lay down. If felt great; by now, the little pains he'd earned in the last battle had faded, except for a slight tingling in his right forehoof. They could still see the cellar where they'd left Scorpan, though Soarin was focused on his companion.<p>

She rubbed her hoof. "In the storybooks, they never mention that punches hurt you too."

He grinned. "Yeah, they leave out a lot of details." He leaned down and gave the hoof a little kiss.

Applejack's face flushed. "Y-y'know..." She stammered, paused, then started over. "D-do y'know why ah brought you up here?"

"To get you away from Scorpan?"

She frowned at the memory. "Well, yes. Ah just wanted to talk with you without him watchin'."

Soarin nodded again. "Right. We need to plan our next move."

"Yeah... we need to do that too." She locked eyes with him. "You meant what you said back there." It took him a moment to realize it wasn't a question. "Ah think ah love you too. Ah think. Ah'm not sure. Ah don't have a lot of experience in that department."

He shrugged. "I can't say I do either."

She raised an eyebrow. "What? You? Ah've seen Dash's magazines, Soarin. Yer famous! Ah saw you on plenty of red carpets with plenty of fillies! How can you say you aren't experienced?"

Soarin barked a laugh. "You think that makes it easier? You ever read a tabloid? Famous ponies suck at relationships! Back when they had me doing those teen magazines, I got truckloads of letters from fillies saying they loved me. Well, a lot of them said 'l-u-v,' but you get the point."

That wasn't the right way to put it. Applejack gave him a hurt look. "So what, ah'm just number one hundred or somethin'?"

He held up his hooves defensively. "No no, let me finish. It doesn't do much for your ability to figure out who really cares about you and who cares about the uniform. I've had marefriends, but they were all definitely after me as a 'Bolt, not me as Soarin. One actually left in mid-date when I mentioned that the von Richthofens don't have an estate anymore. The best day of my life was when they decided I was too old for the teeny-bopper crowd and just let me focus on flying. See, I know you meant it because you like me for me."

Applejack nodded. "Okay, ah see your point. It just seems awful fast, and ah can't say I understand it. Ah know why ah like you. Ah'm just not sure what you see in me after the last day or so."

He tried to wave her concerns away. "Oh you haven't been that bad."

Applejack shook her head firmly. "Yes, ah have. Ah'm sorry for all the times ah yelled at you."

He considered telling her it was okay, but he thought better of it. It wasn't what she needed to hear. "Apology accepted."

She let out a relieved sigh. "That makes me feel loads better." She leaned into him and happily sighed again. "It don't seem fair; ah swear, you don't have a bad side."

"Stick me in a hole for a week and we'll see how pleasant I am. You're pretty much perfect when you aren't worrying about your friends."

"Yer pretty much perfect too, and that's the honest truth. Thanks for comin' for me." She kissed him on the lips again; with his Wonderbolts uniform on, there weren't a lot of other options.

Honest truth; that reminded Soarin. The next time he was in a crisis, he needed to be with somepony he wasn't attracted to; it was awfully distracting. He regretfully broke the kiss. "So, what's an Element of Honesty?"

Applejack blinked. "You don't know?"

"Nope."

Applejack looked truly confused. "Really? Ah knew Princess Celestia said to keep quiet about it, but ah didn't think you'd be left out, bein' a Wonderbolt and all." She paused and laughed sheepishly. "Not that ah should be tellin' you. Or tellin' you that ah shouldn't be tellin' you." She spat out, "Aw horse apples."

Soarin frowned. "Um, if you promised the Princess, you don't have to..."

Soarin was interrupted by a hoof over his mouth. "No way. That monster knows about it, so it can't be that much of a secret no more." She sighed. "Ah wish Twilight were here. She could tell it better. It's kind of a long story." She straightened up. "It all started a thousand years ago with Princess Celestia and Princess Luna. Luna didn't appreciate the nopony stayed up to look at her night..."

* * *

><p>"So then Twilight said somethin' about the Elements of Harmony bein' inside of us, not just them round stones Nightmare Moon broke. Then the rocks glowed real bright and turned into these necklaces, 'cept for Twilight's, it was a tiara, and then we started floatin' and glowin'." Applejack laughed. "Lookin' back on it, ah should've been terrified. But it just felt natural and good. It was like somethin' movin' through me, and there was this big ol' flash and ah couldn't see too good. Twi said it was somethin' called the Rainbow of Light. When ah could see again, Rarity had her tail back and Princess Luna was where Nightmare Moon used to be." She bit her lip thoughtfully. "Ah can't think of much else that's important."<p>

Soarin frowned deeply. Applejack gave him a worried nuzzle. "Is everythin' alright? You got awful sullen partway through that."

He struggled with how to say it. "It's nothing you said. Nightmare Moon is just sort of a sore spot for us Wonderbolts."

Applejack raised her eyebrow quizzically. "What do y'all have to do with her?"

Soarin sighed. "A lot, actually. Nightmare Moon's rebellion was the darkest day in Wonderbolts history." He paused. "Darkest like bad things happening, not darkest because of the whole eternal night thing. Though that was dark too."

Dangit, Applejack was frowning and looking at him sympathetically. She'd actually had bad stuff happen to her; he didn't want her feeling sorry for him over something that happened to his ancestors. "You wanna talk about it?"

He sighed. Again. Now he pretty much had to tell her. "Well... I work for Celestia, technically. We aren't the Royal Guard, but we answer to the Princess. A thousand years ago, we answered to both princesses, so when Luna became Nightmare Moon, we... split. Half stayed the Wonderbolts, the other half formed a new unit, the Shadowbolts. While the rebellion lasted, it was brother against brother. We... we lost a lot of good flyers, on both sides." He glared at the moon, which had almost gone over the horizon. "The fact that she used fake Shadowbolts to try and tempt Rainbow Dash just grinds my gears. It's like she's spitting on the memory of the ponies who fought for her."

Applejack didn't say anything in response. She just nuzzled him again, which made it really hard to stay mad. Soarin smiled at Applejack and nuzzled her back. "Thanks AJ."

"No problem. Ah ain't never seen you mad before; can't say ah cared for it." She giggled. "Ah was seriously startin' to think you didn't have a mean bone in your body. It's nice to know you're a real pony like the rest of us."

Her giggling was infectious. After a moment, the laughter died down and Soarin frowned again, deep in thought. "Okay, so now I know what an Element of Harmony is and why you do missions for Princess Celestia, but that doesn't really answer the big question: why did Scorpan want you so badly?"

Applejack shrugged. "Search me. Ah know ah ain't gonna do one of them Rainbows of Light for him, and as far as ah know, that's all it does. 'Sides, we ain't got those necklaces with us, and ah don't know if we can fire that thing off without it." She scratched her chin thoughtfully. "Maybe we're lucky and he don't know that?"

Soarin felt the warm rays of the dawn sun on his back as the moon finally disappeared from sight. Had the story really taken that long? He made a note to have Applejack tell more stories the next time they weren't in mortal danger; they just made the time fly by. He got up and stretched; he felt refreshed after his long sit with Applejack. "Well, I think we ought..."

He was interrupted by a blood-curdling scream from the cellar where they'd left Scorpan. He automatically shifted himself so he was between Applejack and the horrifying sound. Whatever was happening to Scorpan sounded a thousand times worse than anything Applejack had in mind for him.

Scorpan was soon drowned out as a voice as loud as a rockslide joined the cacophonous chorus. Soarin looked to see Vibria awake and on her feet. Her scales were smoking and her form was... melting? That wasn't quite right, but it was the closest Soarin could come to a good word for it. She was changing subtly; her features were growing softer and her scales were brighter. When the giant reptile opened its eye for a moment, it was an almost friendly brown, instead of the terrifying glow that had been there earlier.

Soarin felt a jerk on his tail; he turned to see the Applejack had bitten it. "Stop sightseein'! We gotta get back to cover!" Applejack could talk surprisingly well with a tail in her mouth.

... And Soarin had better things to focus on than Applejack's linguistic talents. He raced after her and slammed the cellar doors hard behind them. Not that a few inches of wood would keep Vibria away if she found them, but every little bit helped.

And then Applejack cried out in terror, which helped bring Soarin back into focus. He followed her gaze.

Soarin's train of thought was once again derailed when he saw Scorpan. Like Vibria, his whole body was shifting and melting, like he was clay being molded by an angry, invisible hand. His wings were already gone, save for a couple of nubs above his shoulder blades. The air was filled with Scorpan's pained wail, punctuated the sickening pops of bones being forced in and out of joint.

After more than a minute, the horrifying transformation finally stopped. What lay before the ponies was a creature unlike any they had ever seen before. It was naked, save for a mop of brown hair on its head and the area around its mouth. Its skin was a strange pinkish hue. Perhaps most peculiar were the many things it lacked. It had no tail, wings, hooves, scales or even claws. It looked naked and helpless; even a foal had enough fur to keep itself warm.

"Wh-what is it, Soarin?" Applejack's voiced was full of apprehension.

Soarin silently opened and closed his jaw as an explanation steadfastly refused to come to mind. "Um... I don't know."

Finally, the beast that had been Scorpan opened his eyes and stared at the pair, his face a mask of shock. "I'm awake? Hm. I guess I was overdue for a pleasant surprise." He struggled against the chains that bound him for a moment, before looking Applejack in the eye. "I hope you're as good at untying these as you are at tying them, or else we're not going to get anywhere today. And trust me, we don't have a lot of time."

Applejack whispered to Soarin, "Do you think we should? I mean, that is Scorpan... right?"

The bound creature said, "I can hear you, you know. Trust me. I am most certainly not the beast that took your friends. And if you don't let me free, you have no chance of getting them back."

Soarin lowered his voice yet further and whispered back, "It doesn't sound like Scorpan. There's some sort of magic going on here. I say let him go; he's big, but nothing that soft could be dangerous. We can take him if need be. "

Applejack nodded. "Okay, but be ready in case he tries somethin'." Applejack went to work; with a few quick jerks, the thing that was Scorpan was free.

He laughed ecstatically; this definitely wasn't the joyless demon Soarin had been fighting for days. "I don't think I've been able to move in a century! Oh everything is just as I remember it! Arms, hands, torso, legs! Legs, you get to go first! Do your thing!" He leapt to his feet in a single bound. Unfortunately, the cellar hadn't been designed for anyone as tall as him, so he smacked his head on the ceiling. He responded to this by... laughing gleefully. "Pain! Old friend, I'd even started to miss you too!" He cursed under his breath and cradled his head. "I don't anymore, since you're a backstabbing son of a troll, but it's good to know that you were there for me all the same." He looked at the pair; he towered over them, just as he had as a demon. "You know, that thing that stole my body has been taking worlds for centuries; I didn't think that what eventually defeated me would be so... adorable!" He strode past them up the stairs, whistling happily all the way. He called back, "Come, come, time's wasting!"

Applejack bit her lip nervously. "Ah think ah was less scared when he was threatenin' to kill me."

"Me too, AJ. Me too." Still, despite their misgivings, they both followed.

Facing them at the top of the stairs was a very irate looking Vibria. As much as the dragon's features had softened, it was still a terrifying experience to realize a dragon was angry at you personally. Her growl shook the ground beneath him. Soarin gulped. "Um, nice dragon?"

The pink thing walked up and lightly smacked the dragon on the face; it couldn't possibly have hurt the giant, but she looked at the biped with sorrowful eyes. "Vibria, be nice. Whatever they did, they were just trying to defend themselves." He gave Soarin a broad grin. "Racing dragons are fast and great fighters, but their egos get hurt so easily."

Applejack, despite herself, laughed at that. "Reminds me of racing ponies."

Soarin realized he couldn't just call the pink thing "that pink thing," so he said, "So, guy who used to be Scorpan... who are you?"

Giving a salute that Soarin realized was something military, the pink thing said, "I am King Scorpan of Yutlant, son of Abi, son of Harald, son of Toki." He paused for a moment, as if awaiting a response from them, before sighing. "No, I suppose you won't be bowing. I haven't had real subjects in I don't know how long." He glanced around, his eyes settling on the bakery. "Still, I think we'd best carry on introductions over a meal. Tirek will be here soon, and we've much to discuss."

"Tirek," the two ponies asked in unison.

Scorpan laughed. "What, you thought that damn monkey was the leader of your enemies? Sorry, we aren't so lucky. Hence the meal. Now. If I must go to Valhalla today, I see no sense in being hungry on the trip." Without waiting for them to respond, he jogged over to the shop. Vibria, as if on an unspoken cue, flew at high speed towards the harbor and was soon out of sight.

Applejack whispered to Soarin, "You're confused too, right?" Soarin nodded dumbly. "Good. Then it ain't just me goin' crazy. Ah was startin' to get worried."

* * *

><p>Scorpan was a man after Soarin's heart. It didn't matter that he was eating gruel; it was a meal and Scorpan was relishing it. They were sitting around a table in the bakery's kitchen, each with a bowl of the brown mush before them. Applejack was obviously enjoying it less; she'd tried to convince Scorpan to let her use the flour for bread, but he'd stubbornly insisted there wasn't time. Still, sustenance was sustenance.<p>

Scorpan gave a loud belch, wiped the residual gruel from his lips with his arm and slammed the bowl on the table. He adjusted the ill fitting cloak he had made from the shop's curtains. "By the gods, that was terrible! Filling, but terrible. But to taste anything again... thank you, Applejack. Water and flour, barely heated, have never been quite so sweet."

Applejack squinted her eyes, obviously unsure how to interpret what Scorpan had said. She apparently decided to just ignore it. "Alright, so what's this about a Tirek and us not havin' time for a proper meal?" She apparently didn't mind letting annoyance seep into her voice.

For the first time since he had become pink and squishy, Scorpan frowned. "It is a long, sad tale. If I were to do justice to my soldiers, I would be here all night talking of their bravery. But, we have to prepare for Tirek. So all you need know is this: many centuries ago, as we humans measured time, my civilization was at its high point. We had tamed the dragons and rode them in peace and war. That is when Tirek came. Tirek the Terrible, Tirek the Cruel, Tirek the Wicked, Tirek the Butcher, Tirek Surtrsen, we had many names for him. They all fit. Where he comes from, I do not know. What matters is that he seeks to remake all of the worlds in his own image, and he began with mine. We held out for a year, but in the end, he overwhelmed us; he turned our fallen allies against us, and eventually we were all taken captive."

Soarin piped up, "So, the dragons that attacked us were yours?"

"Aye. That is how evil works, you see. It cannot make anything of its own. All it can do is corrupt a good thing. Every dragon was stolen from the stables of my castle, twisted so that it would obey his will without a rider. But he decided that he needed someone around who knew how to care for the dragons, so he next turned his dark magics on me, creating the demon who hunted you." He clenched his fist; it quivered with obvious rage. "And I saw it all. Everything. Try as I might, I could do nothing to stay the demon's hand. The most I could do was to sway his emotions at times. Tirek's army marched across a hundred worlds, his armies swelling as he seized the souls of many brave warriors."

Soarin trembled. "If he's so strong, how are we supposed to do anything about it?"

Scorpan grinned wolfishly. "You don't attack an enemy's strength, you attack his weakness. And Tirek has a very potent weakness. When the sun shines, Tirek's magic holds no sway. It's why we... he expended energy to create those clouds when he had to come during the daytime. Even if the clouds return, I won't be changed back until it is true night. But when night comes, I will revert."

Applejack's eyes widened. "Okay, ah forgive you for not wantin' to take the time to bake."

Scorpan's booming laugh echoed throughout the bakery. "I thought you'd understand."

Soarin frowned. "But why our world?"

Applejack pounded her hoof on the table excitedly before Scorpan could respond. "Ah got it! We got the Elements of Harmony! They drove the darkness right out of Nightmare Moon and it can do the same to anything Tirek throws at us!"

Scorpan nodded. "You have half of it. Poniheim is a young world with strange laws of nature. One of those bits of strangeness are the Elements. In their pure form, they can cast out any darkness, even Tirek's. In a corrupt form, they are the tool of his complete victory. And I'm sorry to say that your friends..." Scorpan trailed off. His meaning was clear; there was no reason to make the obvious explicit.

Applejack's jaw dropped and her eyes flooded with tears. "No... he turned 'em into..." Scorpan nodded sullenly.

Soarin expected her to cry out, or to declare that she'd get them back. Instead, she deflated like a pierced balloon and slumped into his side, tears silently flowing down her cheeks.

Scorpan looked Soarin in the eyes before the pegasus could comfort her. "Give her a moment. Yes. Tirek the Cruel learned of the Elements. He also learned how to harness their magic once he had the wills of their bearers in his power. He has a magic chariot, covered in Dwarven runes. Once it is drawn by the Elements of Harmony, he need only ride it across the sky and the world will be forever shrouded in a darkness that nothing can pierce. And once he doesn't have to expend energy making his worlds habitable, there will be no need for him to be selective about his conquests."

Soarin stroked Applejack's mane in what he hoped was a comforting manner. She gave no indication she was paying attention to anything in the outside world. "It sounds pretty hopeless."

Scorpan nodded sullenly. "There's a reason I was trying to drive your lady into a murderous rage. Better to die than to live in a world where Tirek is absolute." He stood and began eying a rack of kitchen knives.

Soarin blinked. "Then why are you bothering to tell us anything?"

"It is amazing what being able to move your own limbs does for your hope." He had been sizing up a cleaver that, to Soarin, looked huge. However, in Scorpan's hand, it looked comically small. He tossed it aside with a frustrated snarl. "I wish the last stand was taking place in a more warlike world. We dragon riders typically fight with the lance or sword; everything here is more suited to spreading butter."

Soarin sighed. "Yeah... there hasn't been a war here in centuries."

"You're lucky." He sat back down. "Having won more battles than you have ancestors, I'm right sick of the business. Still, it's necessary today. So tell me, Wonderbolt... what was your name?"

"Soarin."

"Tell me, Wonderbolt Soarin. Today, you fight not just for your own world, but for all worlds. Are you ready?"

No, Soarin wanted to scream. This was too big, too much. There was no way he was equal to the task! Nopony was, but especially not him! This was a job for the Princesses! He was just a decent show flyer with stupid dreams of military glory! The weight on his shoulders was too much! Too much! "I-I..."

Wait, there really was a weight on his shoulders. Applejack had gotten up and was leaning on his back. "You bet yer flank he is!"

Soarin stammered, "A-Applejack, I..."

"Shh." Her voice was gentle as she said, "This ain't no time for doubt. Ah believe in you, Soarin. And ah'll be right there with you."

Scorpan shook his head forcefully. "No, you need to flee this town as fast as possible. As long as you are free, Tirek doesn't have his last Element."

Soarin felt her tense up. She embraced him tightly. "Ah said, ah'll be right there with him. This Tirek's got dragons and a magic flyin' chariot. Ain't no way ah can get far enough away that he won't find me. It's do or die, and ah ain't gonna abandon anypony."

Soarin hated being in the middle of debates. He also hated disagreeing with Applejack, but he wanted her to be safe. But he didn't want to face a demon lord by himself. He had to decide; did he care more about her being safe, or about feeling better facing a battle he figured he couldn't win, even with her help? The two seemed ready to keep bickering, which wasn't doing anything for his rational faculties. Why couldn't he just run away? After all, they were just two ponies, a hyu-man and a dragon against...

Dragon.

Wait.

Wait!

* * *

><p>Soarin hoped he could keep up the pace all the way to Canterlot. He'd hurt in the morning, but it was a small price to pay for backup. Plus, once Captain Spitfire was involved, decisions were her responsibility.<p>

"Yee-hah!" Soarin hadn't seen Applejack that happy since Fillydelphia. Of course, the fact that she was clinging to Scorpan instead of him was annoying. Not that he thought any sane pony would be attracted to a hyu-man, but it was the principle of the thing. He wanted to be the one to make her happy by flying her places. Plus, Scorpan had to keep slowing Vibria down so that Soarin could keep up, which wasn't doing much for his pride.

At least Scorpan wasn't enjoying himself; he was grimacing from his wounded pride. The king had been a little bit embarrassed he hadn't thought of just flying Vibria out of town himself.

Still, it was time to do something romantic, if only to remind himself that he wasn't impotent here. So, he swooped in behind the pair, ready to put his hooves over Applejack's eyes playfully, when it occurred to him. Why was he flying? It just made conversation impossible and put him out of snuggling range of Applejack. He landed gently and had to grab Applejack for support. Not over the eyes, though; he slipped. Nuts. So much for that prank.

"Glad y'all could join us, sugar." She had to shout to be heard over the whipping wind.

Scorpan called out, "I was wondering why you were flying. Vibria's faster anyway." He kicked the dragon in the side, and she started flapping harder.

"Wow." Soarin had never gone this fast before. Well, at least not without bouncing off the sound barrier. His poor professional pride. It had been a good run, all considered, but it was dead now. He decided to count his blessings; they weren't going to fight Tirek right this instant, he was hugging Applejack and he got to be slower than the dragon without it being a matter of life and death. None of that had been true just a few hours ago.

Though it was surprisingly dark for this time of the day.

Oh no. Soarin looked up, confirming his fears. Those unnatural clouds were back.

"So. That's what kept you." The voice didn't come from anywhere in particular; it popped into Soarin's mind like any of his other thoughts. But it wasn't his voice, or any voice he had ever heard. It sounded bored and oddly sedate. And yet, it hit Soarin somewhere he couldn't explain. Every last one of his instincts told him that there was no such thing as too much distance between him and whoever that voice belonged to.

Applejack apparently felt the same way; Soarin could feel her muscles tighten. "Ah'm not the only one who hears that, right?"

Scorpan kept his head; he kicked Vibria's side, spurring the dragon to even greater speed. "That would be Tirek the Cruel. Ignore him. He knows we've outfoxed him and now he just wants to play at mind games."

The voice sounded hurt. Terrifying, but hurt. "Why Scorpan, is that any way to treat the being who made you perfect?"

Scorpan snorted angrily, but otherwise stayed silent.

"I see you aren't going to be friendly. Oh well. Let's have a closer look at your companions." Soarin's terror increased tenfold as he felt little tendrils work into his mind. "Hm. Not too interesting. Then again, honesty isn't a very interesting virtue, and the Wonderbolts aren't much in the way of soldiers." He paused; Soarin could almost imagine a face looking curious. "Oh ho. There's a strong connection between these two. I can use that."

"You git out of mah head!" Applejack glanced around angrily, as if hoping to catch sight of their invisible assailant.

"It's no use, Applejack. He's very persistent. Just be grateful we're too far away for him to do more than look," Scorpan said.

"Well," Tirek scoffed, "I think I can do a bit more than that. For one thing, I have to point out that you can't escape me."

Soarin finally spoke up. "Actually, we have a huge lead and we're riding your fastest dragon. And if you could just drop out of the sky wherever you liked, you wouldn't be trying to psyche us out. So yes, I think we can." Just saying the words aloud had a calming effect on him, and on Applejack, who relaxed immediately.

Applejack laughed mockingly. "Yeah, you son of a coyote! We're gettin' the princesses and the Wonderbolts and everypony else in Equestria and then you're done!"

"Hm." Tirek sounded less disappointed that Soarin would have liked. "There's that connection again. A hundred worlds and I never quite seem to escape the taint of love." For the first time, he dropped his aloof tone and instead sounded annoyed. "Really, it's so inefficient. But, I suppose it has its uses."

Applejack said, "Oh yeah? Like what? You gonna try to sweet talk us into comin' back? 'Cause ah gotta say, ah ain't feelin' much love fer you right now."

"Well, actually, I suppose extortion is a form of sweet talk. I have this question for you: how many towns are there in a twenty mile radius of Del Mare?"

Soarin's eyes widened. "Oh no..."

Soarin hoped he'd never hear Tirek's laughter ever again. "Oh yes. I know that you don't know, so I'll answer that question: three. Their total population is 2,192. Pardon me, 2,193. It's a girl."

"Those two thousand are dead even if we go back." Scorpan looked over his shoulder and shot both ponies a glare. "Don't even think about it."

"You stole my thunder, Scorpan." There was that cackle again. Where the demon Scorpan's laughter had been humorless, Tirek's managed to be mirthful and terrible all at once. "At least let me make the threat."

Applejack snarled, "If you touch one hair on their heads, ah'll..."

"You'll what, horse? I thought you were running away to get 'the princesses and the Wonderbolts and everypony else in Equestria'." His tone shifted from condescending to conspiratorial. "A bit of advice: don't make threats you can't back up. I certainly don't. As far as I'm concerned, I might as well have fun before I go through the drudgery of hunting you down."

Applejack sputtered noiselessly for a moment. Soarin could feel her heart race and her breathing turn ragged. He couldn't see her face, but he knew what she was wrestling with. He'd seen it in her eyes a day before.

_ "That don't help nothin'! Now ah got all them other ponies' fates on mah head!"_

Was it smarter to just keep flying, and let the needs of the many outweigh the needs of the few? Yes. But Soarin had never claimed to be smart. "Scorpan, turn around."

"What? No!" The hyu-man glared at Soarin harshly. "I know this is a soft world, but we need to make the hard decisions! If we keep going, we win the war!"

Soarin hugged Applejack tighter. "It's the principle of the thing. I swore service to Celestia and the realm in time of need, and this is a time of need. I'm not abandoning those ponies." He left unsaid his unwillingness to inflict that guilt on Applejack. That would just undercut his argument with the experienced soldier.

"And if I say no?"

Applejack piped up, "Then we'll walk back."

After a moment of silence, Scorpan gave a frustrated snarl and pulled the reigns hard. With a rumble of protest, the dragon spun around. They were soon on their way back to Del Mare, though at a much slower pace.

Applejack patted Scorpan's shoulder. "Thanks, Scorpan."

"Don't thank me," the hyu-man snapped. "This is a stupid idea and you're both stupid for making me do it. But with me along, you at least have some idea of what you're up against."

Applejack looked over her shoulder. "Thanks, Soarin."

He nuzzled her as lovingly as he knew how. "Any time, Applejack."

Disembodied cackling filled Soarin's mind. "So very useful indeed."

And with that, Soarin felt the dark presence vanish from his mind.

Scorpan said, "You don't have to worry about him poking around anymore. He can't keep that up for long, unless he's had a chance to remake your soul."

Applejack let out a relieved sigh. "Thank goodness. It felt like mah brain was rottin'."

Scorpan sighed wearily. "Try working for him for a few centuries. That was a walk in the park compared to what he does when he really gets his hooks into you."

Soarin gulped nervously as Del Mare came back into view. "So, um, you said you'd be giving us some idea of what we were up against?"

"Hm? Oh, yes. Sorry, I was thinking it at you as hard as I could. I'm not used to being able to talk." Scorpan prodded Vibria lightly with his foot. She stopped actively flapping and they began to slowly gliding towards town. With an ease born of obvious practice, Scorpan shifted until he was riding backwards. "Firstly, don't think Tirek will go down with one kick the jaw. Scorpan the demon is a fragile creature; Tirek is not. Also, Applejack, don't expect to be able to engage him easily. He'll be riding his flying chariot. He hates unnecessary effort; he loves to have other beings do his walking and flying for him."

Applejack said, sadly, "So that means mah friends are gonna be with him."

Scorpan's eyes softened and he shook his head sadly. "They aren't your friends right now. They were, and if we win, they will be again. But for right now, they are mindless beasts and tools of your enemy." Anticipating her protest, he held up his hands in a placating manner. "You don't need to hurt them. They'll be firmly attached to his chariot. If you get close to them, they might attack you, but as long as you focus on Tirek, they are simply his mode of transport."

Applejack nodded hesitantly. "Alright."

Scorpan locked eyes with Soarin. "And because he'll be riding his chariot, you'll have to take him one on one."

Soarin frowned. It was weird; when he saw a chance at escape, he'd been worried. Now that he had nothing to do but fight, he felt much calmer. He nodded, more firmly than Applejack had. "Okay. What do I have to do?"

"That's the spirit!" Scorpan reached around Applejack to clap him on the shoulder encouragingly. Wow, that stung; he wondered if all hyu-mans were that strong. "Tirek has two weaknesses here. On his home ground, he is practically a god. In a world that he has not had a chance to remake, however, he cannot use his magic as long as the sun shines naturally. Under this cover," he gestured, indicating the clouds, "his magic is maintained, but he can't cast new spells on his own. The only way he can use magic in this fight is with his trident. If you can separate it from him, he'll be helpless and we can do with him what we want."

Soarin nodded. That sounded much easier than fighting a demon to the death. "Alright. AJ? You heard what he said. When we get close to town, I'll drop you off."

"What the hay, Soarin? What gave you the idea ah'd let you do this alone? Ah thought ah'd been pretty dang clear that ah wasn't abandonin' anypony!"

"Let me finish." Huh. He was getting better at keeping it together when she snapped at him. He didn't feel like shrinking away at all. "This is going to be an air fight, but I'm going to try and force him to the ground. When you get your chance, take it."

Applejack looked back at him; she was obviously worried. After a moment, she nodded. "Ah guess ah don't see a better way to do it." She turned back to the dragon rider. "Scorpan, be careful. Ah couldn't deal with anypony gettin' hurt just 'cause ah'm honest enough to be magical." She paused. "Ah'd never really thought of it, but it sounds kinda weird when you put it like that."

Scorpan turned back around and barked a laugh. "Magic is like that. You just say something is so and it's so. It doesn't have to make sense."

Applejack chuckled. "Oh, ah hope you don't ever say that 'round Twilight Sparkle. She don't take too kindly to anypony talkin' nonsense 'bout magic."

"I hope I get the chance to see what she thinks she'll do about it." He pointed to a group of faint blurs lifting off from Del Mare. "Just like I thought; Tirek brought my own dragons to fight me. If I didn't know what he's capable of, I'd say he couldn't sink lower than that. So, I think it's time for you to head off."

Soarin grabbed Applejack tighter and stretched his wings out. "Good luck, Scorpan."

Scorpan said, "Soarin, I've been stuck in a demon's head for I don't know how long. Don't wish me the sort of luck I truly receive."

Soarin wasn't quite sure how to respond to that. Finally, he said, "Then good skill, Scorpan."

"Good skill, Soarin." With that, Scorpan urged Vibria to greater speeds. The whipping wind caught Soarin's wings, dragging him and Applejack away.

As they drew closer to Del Mare, Soarin saw a strange shape coming straight at them. "This is where you get off," Soarin said as he flared his wings and dipped lower. He came to a stop behind one of the few buildings that were still intact. He pointed to a cellar door. "I know you're sick of those things..."

"Ah'll live. Speaking' of..." Applejack hopped down and looked back at him pleadingly. "Promise me you'll be okay."

"Applejack..." What the hay was she thinking? "This isn't a show! This is a real fight."

She looked down, blushing slightly. "Ah know it's silly, but it's just a feelin'. You ain't never broken your word to me yet. Promise me you'll be okay and ah know you'll make it out."

Soarin didn't want to. It didn't feel honest. But... once again, it was what she needed to hear. "I promise I'll be okay."

She nodded and darted into the depths of the cellar. Soarin considered calling out, "I love you" after her, but didn't. Tirek would be there any...

Soarin was interrupted in mid-thought when the house exploded in a pulse of black energy. He went end over end through the air before he righted himself. He was once again grateful for his goggles; a chunk of debris had cracked his left lens and he didn't want to imagine what that would have done to his eye.

Of course, he found himself facing bigger problems than broken eyewear. Floating above him was as close to the devil himself as Soarin figured he'd ever see. Soarin had thought that Scorpan looked strange, but Tirek managed to take it further. He had an upper body like a hyu-man where a pony's neck and head were supposed to go. His lower body looked like a shaggy pony's, only much larger. His face was a shade of crimson, as were his exposed arms. Everything else was black. The horns that projected from the sides of his head like a longhorn cattle's were black. The armor over his strange neck-torso was black. His helmet was black. All of his lower body was black. Even the trident, still glowing with wicked energies, was black.

Obviously Tirek was going for a motif. And it was working; Soarin felt like flying out of town as fast as his wings would carry him. Oh well. The time for retreat was over. His instincts needed to stop bringing it up; it wasn't going to happen.

Tirek pulled the reigns of his chariot and twisted beasts pulling it came to a stop. Soarin's jaw dropped and his heart sank. He couldn't tear his eyes away from them, no matter how much he wanted to. They looked like ponies, but... wrong. Their faces were long and narrow, ending in blunt muzzles. Their broad, long bodies rested atop stilt-like legs. Their eyes were unnaturally tiny, and set into the sides of their heads. Their coats were muted, not bright like a pony's. They had feathery wings sticking out of their backs, even though Soarin knew that only two of them were pegasi.

Soarin's stomach fell as he took them in. He hadn't met all of Applejack's friends before, but he definitely recognized the dull, dirty rainbow coloring of the lead creature's mane. To have somepony he knew reduced to that...

That wasn't happening to Applejack. He'd die first.

Tirek gave Soarin a onceover as the two hovered there. Finally, Tirek said, "Odin's beard, you things are tiny. Is this really the best this world can come up with?"

Sweet Celestia, Tirek's voice made his mane stand on end even more in person. Soarin shook his head, as much to clear his head as to answer the demon. "No, but I'm the best that's here."

Tirek nodded thoughtfully. "You're a humble one." With a speed that surprised Soarin, coming from something so large, Tirek leveled the black trident at him. "I hate humility."

The pulse of dark energy came without warning. Soarin barely managed to dive out of the way; weren't magic things supposed to glow before they went off? It just seemed like cheating.

Then again, to the best of his knowledge, magic couldn't turn a pony into... that. So really, all bets were off.

Soarin shot Tirek a determined glare. "Showtime," he whispered to himself. He started flapping his wings, putting on a burst of speed just in time for a bolt of black lightning to crackle through the air he'd just vacated. Tirek formed a dark whip that crackled with the same lightning and cruelly whipped the beasts, setting them into motion.

Soarin searched his mind for a strategy; he flew in a random, zigzagging pattern to buy himself some time to think, even as the magic bolts rained down around him, blasting the ruins of Del Mare into even smaller pieces. An attack from the front was out of the question; Scorpan had said that the former ponies would attack him, and a missed shot from Scorpan could hurt them even if they left him alone. So, it had to be from the sides, or behind. But could he get behind Tirek? It was time to experiment.

Soarin banked hard to the right and made a beeline for Tirek. As he'd hoped, the line of former ponies had all the turning radius of a beached whale; if he felt like making a run on Tirek, there was nothing to stop him.

He rolled out of the way of another shot. "That was close." He should have seen that coming. Obviously, the nearer he was to Tirek, the easier it would be for the demon to flash fry him. "So I guess there is something to stop me. I'll have to be sneaky." His musings were swallowed up by the shrieking wind. He thought he heard Tirek trying to mock him, but the demon's speech was also rendered indecipherable. Soarin scanned the ruins of Del Mare and saw a small cluster of intact houses. After some rough calculations (he owed his teachers at the academy an apology; those lessons on geometry were about to come in very handy), he dove down and hovered behind the house furthest from Tirek. He had to go in at just the right angle; he couldn't let Tirek see him for more than a few seconds at a time if this was going to work.

After a moment's pause, Soarin took off towards a house closer to where Tirek had been. He was just in time; another black bolt blasted the house, pelting him painfully with chunks of wood and rock. Oh well. He could worry about pain later. He repeated the process twice more, working his way over to the demon. He'd been going in a diagonal line, heading to his right. He chanced a quick inspection of the blasted houses; perfect, there was still a single wall standing at the last one. Soarin expanded his cloud contrail greatly, leaving a full sized storm cloud hovering a foot above the ground. Once he was behind the last house, he flared his wing, braking as hard as he could manage. He managed to come to a halt and flapped hard backwards, launching him behind his newly minted cloud.

Once again, there was a black flash and the rain of debris. A few blind shots flew through Soarin's cloud, punching large holes in it. That he hadn't planned on; a few more bursts caused the cloud to lose all cohesion and disappear into thin air. With a curse, he went back to top speed and climbed back into the sky. "So much for my ambush," he muttered.

Soarin glanced at Tirek in mid maneuver. He'd expected to see the demon laughing, or making a boast he couldn't hear. Instead, Tirek's face was creased by an annoyed scowl. Soarin took an odd comfort in the fact that his opponent wasn't enjoying this. At least he was pushing Tirek the way Tirek was pushing him.

Yet he couldn't quite understand Tirek's annoyance. Through it all, there was a part of him that was practically singing with joy; he loved the adrenalin, the hasty plans, the high speeds, the danger, all of it. Soarin felt like a key in its lock. This felt right. As much as was on the line, as much as he was outclassed and outnumbered, this was what he was made for. It was like flying a perfect routine, only better. He felt almost grateful to Tirek for giving him this chance. The itch he couldn't scratch was finally being relieved!

Then he recalled the look in Applejack's eyes when he'd first seen her; the terror, the exhaustion, the relief that somepony, anypony, was there for her. She certainly hadn't enjoyed herself. Soarin realized he needed to keep that in mind; as much as he was enjoying the contest, ponies had had their lives destroyed this week.

It was a good thing he'd seen the inglorious side of war before he got to fight, or else he might grow to love it.

Better to end it as soon as possible, then. He began to gather elemental energy again and, throwing all of Scorpan's sound advice to the wind, flew head on at the long snouted thing that had been Rainbow Dash.

Tirek, thankfully, seemed unwilling to risk hitting his twisted servants. Instead, he bellowed loudly, and all of them began working their feathered wings yet harder.

Wow, Tirek had fallen for it. Soarin was legitimately surprised. Oh well, might as well use the opportunity. He shut his eyes, rolled left and released the Buccaneer Blitz he'd been gathering. Even through his eyelids and the heavy goggles, he saw the blue flash. The pained whinnies of five monsters and the scream of another told him it had worked. Soarin opened his eyes again, rushed past the former ponies, and clasped the stunned Tirek's trident with his hooves...

And for his trouble got what felt like releasing ten Thor's Hammers simultaneously. He saw spots dance before his eyes and tasted copper. Thank goodness he'd spasmed free of the trident, or he might well have been fried then and there.

As he fell from the sky, his body numb and smoking, Soarin wondered why Scorpan hadn't mentioned that little feature of Tirek's trident. Then again, when would Scorpan have had a chance to touch it?

There was no midair recovery this time; he was barely conscious after that zap. At least he landed on something soft. It felt like a pillow, except pillows didn't say, "oof" in a feminine tone. He was laid gently on the ground and he found himself face to face with Applejack.

"Soarin! Are you alive?" Applejack looked at him pleadingly. He wanted to tell her that he was fine, but his tongue was asleep. He managed to keep her gaze, which seemed to reassure her somewhat.

However, she broke eye contact and glared upwards. She reached into the saddlebag they'd packed before leaving town, fished out two apples and bucked them so hard that Soarin felt the impacts. Soarin heard Tirek's pained snarl, along with two splattering sounds. He was lifted up and dragged back towards the cover. He wanted to tell her to leave him, but all he could manage was a gurgle.

The issue was moot; another burst of energy hit the ground in front of them and threw them both through the air the way they'd come. Soarin landed on his side hard enough to feel it through his numbness. That'd be sore in the morning... if he saw another morning. From his angle, he could see Applejack getting up in front of him. When she saw what Tirek had made of her friends, she shuddered, almost falling down. He was glad he couldn't see her face; it was heartbreaking enough seeing her body language.

Tirek brought his chariot in for a landing in front of Applejack. He hopped out and patted the closest creature, which had a pink hued mane, on the flank. "I see you're admiring my handiwork. I so love fixing things; you might say it's my gift."

Applejack cried out, "You monster!" Soarin tried to get up, to say anything, but it was too late. Applejack was already charging in, moving with a speed Soarin had never seen from anypony without wings before.

Her speed seemed to catch Tirek off guard too; he obviously hadn't expected her to be so foolhardy. Applejack was dwarfed by the demon; he was easily the size of two normal ponies. Applejack didn't care. She slipped around to his side and bucked him in the back leg as hard as she could. Soarin could hear the crack from twenty feet away. Tirek cried out and stumbled back. Applejack danced around his first swipe from his arm and bucked him again, this time in the ribs. Again, there was an audible crack, and Tirek gave a pained shout. Soarin allowed himself to hope that Applejack could handle it by herself; his body still felt numb and dead, so she'd have to.

Unfortunately, Tirek wasn't willing to stand there and let himself by hammered by the swiftly moving pony. "Enough!" He slammed his trident butt-end first into the ground, creating a black shockwave that sent Applejack flying back towards Soarin.

She bounced twice and skidded to a halt in front of him. They were almost face to face. He expected her to leap back to her feet right away, and she tried. But something in her shoulder wasn't working right, and she grunted in pain after it collapsed beneath her.

Meanwhile, Tirek was walking over towards them at a leisurely pace. He seemed completely confident that his quarry wasn't going anywhere.

Still pained, she opened one eye and met his gaze. Applejack's eyes began to tear up. She smiled regretfully. "A-ah guess we should've kept goin'."

Soarin wrestled with his numb mouth and managed to slur out, "Yeah, that would've been the smart thing to do."

She sniffed and cleared her eyes with her good hoof. "Soarin, whatever happens, thanks for comin' for me." She reached out and took his hoof in hers. "Ah'm sorry it ended like this. Ah'm sorry about a lot of things ah've said and done."

Soarin shook his head, tears clouding his vision. Unfortunately, his hooves were still limp, so he had no way to clear his eyes. "N-no AJ, it's f-fine. I'm sorry I didn't get you home. I guess that's one promise I won't be keeping."

Despite herself, despite everything, Applejack laughed. "You big goof, here we are and that's all you care about?" She leaned in and gently kissed him on the lips. He could barely feel it through his numb lips; he cursed them for that. "Whatever happens, ah love you. Even if ah'm one of them things, no matter how deep ah'm buried, the real me in there still loves you."

Before Soarin could respond, a great shadow blocked out the sun. "Oh shut up already." Black energy shot from Tirek's trident and coursed throughout Applejack's body.

The sound Applejack made was the stuff of nightmares. Soarin would never forget it, as much as he wanted to. Her body twisted and smoked, growing larger and larger. He found himself pushed away as one of her large, dinner plate sized hoofs pressed against his chest and he was carried along by her continuing growth. Her fur turned dull, becoming more rust colored than orange. Her freckles disappeared and her hat, now ludicrously undersized, popped off her head. Her eyes shrunk to tiny, uncomprehending pinpricks. Her face extended outwards, further and further like the jaws of a prehistoric beast. A set of pegasus-like wings sprouted from her back as she rolled to her feet and looked dumbly at Tirek. Apparently the transformation had fixed her busted shoulder, as she did so without apparent pain.

Through it all, the tears rolled down Soarin's face and refused to stop. He'd failed utterly.

Tirek gestured towards the team of other beasts wordlessly. The thing that had been Applejack trotted over and began to tie herself in at the empty space in the line. Its efforts were clumsy, but it kept at it .

"Why?" Soarin managed to say that through his sobs; he was surprised it came out as clearly as it did.

Tirek looked down at him with utter disgust. "Because you are you and I am I."

"Th-that doesn't make sense!" Soarin had no illusions of talking the demon into giving up his plans, but he wanted to know why, darn it! "What did I ever do to you? What did anypony ever do to you?"

Tirek seemed to consider whether or not Soarin was worth it. Finally, he said, "To me personally? Nothing. And that is enough." He gestured around the smoking ruins of Del Mare. "Do you see this town? You see buildings and homes. I see a monument to the waste of wills that I have not bent to my image. I see a town that I did not ask for, and that itself offends me."

Soarin grit his teeth, his mind reeling. "What the hay do you mean? How does somepony else making a life for themselves offend you?"

"Because I did not will it. I did not approve it. This town is a sign that in creation, there are still beings that do something other than what I will them to do. And that is a sin I will not tolerate."

The shock Soarin had felt was soon forced out by a growing anger. "You did all this just because you're an egomaniac?"

Tirek smirked. "It is insanity in a lesser being. Fortunately, I am no lesser being." He leveled his trident at Soarin, and it began to crackle with the same energy that had corrupted Applejack. "I will give you the chance to learn this at my side until the end of the war against all. I imagine the dragons are picking their teeth with Scorpan's bones as we speak, and I'll need a new right hand man."

Soarin struggled, attempting to work his legs, but all he managed to do was flail helplessly.

Tirek's features contorted angrily. "Don't struggle. It's a wasted effort." Soarin redoubled his attempts. Still nothing; Tirek just rolled his eyes. "This is exactly why you need to be fixed." The black lightning flared out and Soarin's nerves screamed in protest.

After a moment, the pain subsided. Soarin opened his eye with trepidation.

Wait.

From what Tirek told him, he shouldn't have been able to even open his eye. And he didn't feel anypony else in his head.

Tirek glared at the trident. "Hm. Fixing the last Element of Harmony took a bit more energy than I expected. I'll have to fix you later. Oh well; there's plenty of time. You won't be able to move for days. While you lay there, watching the sun die, reflect upon the folly of opposing me." With that, he turned around, trotted back to his chariot and with the crack of his whip, he was again airborne. As the six former ponies ran, they left a trail in their wake. It looked like a rainbow, except it was made of various shades of grey and black.

As he lost sight of Tirek and his team of monsters in the distance, Soarin realized something had changed since his second jolt: he could feel his lips again. In fact, he could feel his everything again. Experimentally, he moved his right foreleg and realized that it was moving perfectly. In fact, it was better than it had been at the start of the fight; that faint ache he'd felt since unleashing the Thor's Hammer was gone. How the hay did that work?

Then it hit him. And he laughed. He didn't want to laugh. It wasn't really funny. But the rage, sorrow, despair and everything else he felt bubbled over, demanding expression. He rolled on the ground and couldn't get himself under control for a whole minute.

Tirek's transformation had healed Applejack's wounds. Tirek had run out of energy before he could turn Soarin into the new Scorpan, but he'd managed to use the part of the spell that restored him physically.

And Soarin was going to make him pay for that mistake. He pawed the ground and snorted a puff of steam. Oh, Tirek would pay. He'd take off, knock him out of his stupid little chariot, break that stupid trident over his knee, pound Tirek's stupid face into a fine paste... and then he'd get creative. He wouldn't rest until he'd avenged Applejack.

Avenge Applejack...

That was a sobering thought. No... he didn't want to avenge Applejack. He wanted to save Applejack. Avenging Applejack implied that she was gone forever. Maybe she was, but he was going to hold onto hope as long as he could.

Soarin needed a plan, and quickly; he was faster than the monstrosities, but if Tirek could block out the sun permanently with whatever it was he was doing, every second counted. He didn't even have the time to go check on Scorpan. He hoped the hyu-man was having better luck... er, skill than he was.

As Soarin took off in hot pursuit, he considered and rejected a dozen plans. A direct attack was out of the question. Applejack could kick way harder than he could, and while she'd staggered Tirek, there was no sign he was hurt too badly after two solid blows. Worse, all Tirek had to do was tap him with that staff of his and he was sunk. Without proper clouds, Soarin had no way to make ranged attacks of his own, and he couldn't fire them off nearly as fast as Tirek could, even under the best circumstances.

So, he had to come up with something indirect. Maybe he could disconnect the team from the chariot and try to scatter them? But they'd been "fixed." For all Soarin knew, they'd rush to Tirek's defense... and six on one odds weren't any good even when he was willing to hurt an opponent.

Okay, so he couldn't think of a way to overcome his enemy's forces. That meant the terrain. But they were flying, and pretty high up at that. There wasn't any usable terrain. The clouds were worthless. So many problems would be solved if he could just get rid of them.

Hm. What had Scorpan said? "When the sun shines, Tirek's magic holds no sway." Clear the clouds and Tirek would be helpless, and everypony would turn back. But he couldn't touch the clouds. He'd need another way to clear them.

Only one maneuver recommended itself, but he'd never heard of anypony trying it solo before, and if it didn't work, he wouldn't even have the energy left for a controlled crash landing.

Oh well. Soarin hoped he would survive this whole thing, because with all the desperation moves he was doing today, he would be able to retire off the training manual residuals. With a flash of lightning, he doubled his speed. The wind whipped him mercilessly and even his rejuvenated wings complained about the strain.

He didn't care. "I'm coming for you, AJ. And that's a promise."

* * *

><p>End of Chapter 3<p> 


	4. Chapter 4

Semper Fidelis

Chapter 4

_Dulce et Decorum est_

* * *

><p>So. This was what Tirek did to worlds.<p>

In the wake of the chariot, the vibrant forest had turned grey and brown. It didn't even look dead; it just looked like an old photograph. Soarin could see a few animals making their way through the trees, but they looked wrong, somehow. Like the trees, their colors were muted, and something about the way they moved was deeply unsettling; they were moving in quick jerks, rather than smooth, natural motions. It reminded him of watching a beetle dart about, pause, then dart about again, and squirrels and birds weren't supposed to move that way.

The sight made Soarin's stomach churn. And to think, for all that time, Scorpan could only sit in someone else's head and watch them make it so over and over again. Soarin considered abandoning his plan and just beating the tar out of the demon lord with his hooves... but no. Applejack was counting on him. He was going to see her again, and no momentary emotion was going to keep him from that.

Finally, he caught sight of the grey rainbow trail. Its smell reminded him of the dragons; it made sense, considering they were both soaked in corrupting magic. Soarin pulled up until he couldn't smell the rainbow anymore. He figured that if he could smell it, that meant tiny bits of it were going into his body and that wouldn't do him any good.

As he closed in, he could see Tirek sitting in his chariot without a care in the world. In fact, if Soarin wasn't mistaken, the sick jerk was laughing. Unfortunately for Soarin, he was standing in the chariot facing backwards, watching the world turn grey. He locked eyes with the demon and cursed. So much for pulling this off stealthily.

And once again, Soarin felt the presence in his brain. "So. You managed to stand after that. I must say, I'm surprised. Well done, Wonderbolt."

Soarin ignored him. Maybe if he didn't think, Tirek would just get bored?

"I'm not that easy to shake off. But you've piqued my curiosity; now I'm going to find out how exactly you recovered so quickly."

Soarin cursed. Panicking, he tried to make as much mental noise as he could. He imagined loud music, the crying of foals, hooves on chalkboards, anything to drown out that oily feeling that was spreading through his brain.

After a few moments, the voice piped up again. "Well. That was certainly irritating. But I got what I wanted. Though I must say, I'm disappointed. You get a second chance because of a momentary error and you rush back for another beating? That shows a shocking lack of pattern recognition."

Soarin smirked cockily. "I know I'm stupid, though I'm surprised at you. For somepony who thinks he's so perfect, I'm surprised you're willing to admit you made a mistake."

He hated Tirek's laughter. "I never said I was perfect, simply that I'm the only being whose will matters. There's an important philosophical distinction. Now, let me give you one last chance. Run. Run away, and when I am good and ready, I will give you immortality as my right hand man. You'll be the second most important being in creation."

"Bargaining, Tirek? Sounds to me like you're afraid."

The annoyance was palpable; it was so strong that it snuffed out Soarin's temporary wave of confidence. "Don't misunderstand me, Wing Sergeant Soarin von Richthofen. I don't have the power to fix you right now, but I have more than enough to simply kill you outright. Frankly, though, I've had too many delays with taking this ridiculous world, and I would rather not waste anyone with the capacity to serve me."

Soarin shook his head and increased his speed, gathering elemental magic as he went. "No thanks. You're threatening everything and everypony I've ever cared about; I'm not about to roll over and let you have your way."

"Very well. You've wasted twenty-four years on something other than my grand project, so why not throw away all of your potential?" Soarin felt the presence begin to pull away from him, only to pause. "And I know exactly what you're planning. You and I both know it's impossible to do alone."

Soarin firmly said, "Correction: it's never been tried alone."

"There's no use lying to me; I can feel just how false that bravado is."

It was official; Soarin hated mind readers. "I guess either way, we'll both find out, won't we?"

"Yes. We shall." And with that, a hail of black lightning bolts flew up from Tirek's trident. Of course, Soarin had anticipated that; he'd begun the barrel roll as soon as Tirek had stopped talking to him. Tirek's aim was further off the mark than in their last encounter; then again, Soarin wasn't having to slow himself to get to melee range. No, he just passed Tirek without a look back. More bolts flew around him, one even managing to singe his tail.

But it was too late; he was already out of sight of Tirek's chariot. He hoped Tirek kept flying straight; he wasn't sure how large an area of effect this would have, so he needed to pull it off as close to Tirek as he could manage. He could only hope that the demon lord would keep after him just to try and prevent him from pulling off his plan.

Finally, he felt like he'd built up enough momentum and magic. He flared out one wing and started spinning. The clouds and magic behind him started twisting like a corkscrew. He was glad he hadn't had a real lunch, or else he would be in real danger of losing it. As it was, it was hard enough to keep going in a straight line.

Now for the hard part. This technique, the Guided Tornado, was supposed to be done by whole weather teams. It was how the snow was cleared during winter wrap-ups. The lead pony established the spin, and other ponies in the arrow expended the energy to enlarge it into an enormous cone. He'd seen it clear skies in seconds.

But he was alone. He had to pump more and more of his own energy into it to compensate, and the larger it got, the harder it would be to maintain. But if he made it too small, there was no guarantee it would clear enough of the sky to catch Tirek in the sun's rays. He felt himself slowing as energy went into the tornado, but that was okay. He'd expected that.

Oh how it hurt. Pegasi were not meant to pump out this much energy this quickly. It felt like he was expelling his soul through his pores, and the wind flashing at his exposed muzzle wasn't helping matters. He gritted his teeth and tried to think of something else.

Applejack's letters. Number two was his favorite. He had it pretty close to memorized.

"D-dear Soarin." Huffing and puffing, he began to slowly turn the whirling monstrosity upwards. It was as big as it would get before he just lost it altogether. "Ah hope this apple cobbler finds you in good spirits. Has Captain Spitfire forgiven you yet? Ah really want to see you again." His wings screamed with pain and exhaustion. Sweat was pooling inside his goggles and stinging his eyes. He could barely see; he hoped he was still going up. "Things on the farm have been pretty normal. The red delicious apples are coming in really nice and..."

He had to stop; his breath had more important things to do than help him focus, as leaden wings strained to keep him flying straight up. He saw the sea of blackness above him. Yup. He was definitely going up. He was doing it! Slowly. Too slowly. He'd used up all of his momentum and magic making the twister, and he felt like he was flapping through syrup.

Every flight instructor he'd ever studied under had told him that the body of a pegasus was not made to fly without magic. Oh well. Soarin von Richthofen wasn't going to quit just because some fancy-pants physicist told him it couldn't be done. He started flapping faster and he slowly but surely fought gravity's pull. Every inch felt like a mile. He felt like he was going to die; he just wanted to give up.

_"Ah really want to see you again."_

He could see stars in front of his eyes. His wings burned, his lungs burned, even his legs burned, and they weren't doing anything.

_ "Whatever happens, ah love you."_

But it was so hard. Couldn't somepony else do it? He could just close his eyes and rest... it sounded so nice.

_ "This ain't no time for doubt. Ah believe in you, Soarin." _

Well, that settled it, didn't it? He forced his wings to flap even harder. He felt muscles strain and he was worried he was going to lose the tornado any second.

And then he was blinded by a bright light. The sun hurt his eyes, but it was a welcome hurt. It meant he'd succeeded. He chanced a look to his right and the sea of blackness was receding away from him, blown away by the gale force winds he'd brought behind him. He released his hold on the tornado and the wild winds dispersed, taking the clouds with them.

After a moment, he realized he was starting to fall; gravity was finally having its way with him. Oh well, he'd been expecting that. Between his cracked goggles and the sweat in his eyes, he could barely distinguish sky from ground, much less see if he'd caught Tirek in the sun's rays. He hoped so; it'd suck to pull off the impossible just to have it not mean anything.

The ground was rushing up at him. Soarin spread out his wings and legs; the drag slowed him down, but not nearly enough. Faster and faster he fell; there was no way he was going to survive this fall. He'd been ready to do or die; it hadn't occurred to him that he could do then die.

Then, with a sudden jolt, he stopped in midair. What the hay? Blast it, he still couldn't see! He glanced around, flung away the goggles and rubbed the salty sweat from his eyes. Still half blind, he called out, "H-huh? Who did that?"

He felt a tingling sensation across his skin as he floated above the ground. It must have been magic. He was slowly and gently turned around; he found himself facing six ponies standing in front of a pegasus style moving wagon. The only one he recognized was Big Macintosh. One of them, a pegasus stallion with a baseball cap and a five o'clock shadow, was still hitched to the wagon and breathing hard. He must have hauled all five ponies from Ponyville; considering how much trouble he had with the weight of one pony, Soarin was impressed.

One of the ponies, a light brown earth pony wearing a dingy brown overcoat and a multicolored scarf, shot him a cocky grin and replied, "It's Whooves, actually. Doctor Whooves."

A light blue unicorn with a glowing horn glared at Doctor Whooves. "Oh yeah, because you're the one who caught him."

He grinned sheepishly. "Oh come on, Colgate, how often do I get a chance to namedrop like that? I thought you'd be happy for me!"

Soarin glanced around. They were standing at the edge of the forest, and in the distance he could see what he supposed was Sierra Maredre. Wait, he'd cleared the whole forest? Just how fast had he been going?

Big Macintosh coughed into his hoof. "Ah think we got bigger problems." Everypony followed his gaze and gasped.

Rainbow Dash cried out, "Look out below!"

Soarin let out a cheer; he was the only one not horrified by the sight of six screaming ponies tied to a chariot falling right at them. Rainbow Dash and the yellow one (Fluttershy, if he remembered the letters right) were flapping as hard as they could, but they obviously couldn't control their descent. And there was no sign of Tirek.

But he didn't care. Applejack was Applejack again! He'd done it!

The pegasus stallion hurriedly unhitched himself and took off. "C'mon, Derpy!"

"Right behind you, Boxy!" The wall eyed mare followed shortly behind. The two grabbed the sides of the chariot with their hooves and managed to stabilize it. The four pegasi worked frantically and only just managed to avoid a crash landing; Fluttershy was obviously drained from the effort, as she tried to sit down, but was held in a standing position by her harness.

Soarin struggled against the invisible bonds holding him in midair. He needed to check on Applejack! "Let me down!" He paused. "Er, let me down please."

Colgate blinked. "Oh. Right. Sorry." She lowered Soarin to his feet and he staggered, almost falling over instantly. He managed to keep his balance, but just barely; his legs felt like rubber. Ignoring the obvious, he tried to run over to check on Applejack, but almost tripped over his own hooves.

He felt a supporting hoof on his side and he turned to see a friendly looking earth pony stallion with a light yellow coat. "Slow down there, Soarin."

Soarin shot the pony a confused look. "You know who I am?"

The pony matched it. "Why wouldn't I recognize you? There's Wonderbolt posters all over Ponyville."

Soarin facehoofed. "Oh. Right. Sorry, it's been a weird couple of days."

Before the stallion could respond, Big Macintosh called over, "Hey Caramel, we could use them tools. They're tied in but good."

"Coming, Big Mac."

Soarin blinked. "I thought he hated being called that."

Caramel smirked. "We go way back, so I'm allowed." Soarin realized Caramel was wearing a utility belt when he pulled out a screwdriver. Through a full mouth, he said, "Don't worry, I'll get Applejack out in a jiffy."

Soarin nodded appreciatively. Taking it more slowly, he limped over to the chariot, which earned him a concerned look from Applejack.

"You okay, Soarin?"

Soarin chuckled. "I didn't just get turned into a... thing. I should be asking you that." He stretched his legs for emphasis. "But yeah, I'm sore, but I should be fine. And you?"

Applejack frowned. "It was an... experience." She tugged at her restraints, obviously uncomfortable. Considering how she responded to small spaces, Soarin wasn't surprised. He wanted to gush all over Applejack about how worried he'd been, how much he loved her and how hard it had been to watch her being transformed. However, he knew Applejack would just be embarrassed, so he settled for a quick nuzzle and a wingy hug.

"Oh, um, excuse me. I don't want to be a bother, but where are we?" Fluttershy was blushing and trying not to stare at them as Applejack returned the nuzzle.

Rainbow Dash looked over her shoulder. "I want a rematch with that dragon! It didn't get me fair and square! It cheated!"

Twilight Sparkle (Soarin recognized her from when he'd shook her hoof at the Grand Galloping Gala) sarcastically said, "Dash, I think we have slightly bigger problems right now."

Pinkie Pie, newly freed (which Soarin thought was interesting, since Caramel hadn't gotten to her yet), bounced happily in a circle around the still confined ponies. "Yay, we're free! That was so boring! I couldn't move and all they fed us were oats and I bet that meanie Tirek's never even heard the word party!"

Rarity fixed her with an odd look. "I'm surprised you remember that much. One minute those terrible dragons were grabbing me, and the next I was falling out of the sky! Will somepony tell me what's going on here? And what a Tirek is?"

As soon as Applejack was free, she hesitated. From her body language, Soarin could tell that she couldn't decide whether to rush over to Soarin, her friends or Big Macintosh; she kept shifting towards one, then the other. Finally, she just settled for stepping back so she could look at everypony all at once. Her eyes misty, she said, "Ah'm so glad to see all y'all again. Ah thought you were all goners." A few tears rolled down her cheek. "S-sorry fer the waterworks, y'all, but it's been a heck of a week."

Pinkie stopped bouncing. "Aw, it's okay, Applejack." She got a thoughtful expression on her face, and then inspiration struck. "I know what'll help! This calls for a group hug!" Soarin suddenly found himself grabbed and pulled over to Pinkie, along with everypony else... simultaneously.

Soarin sputtered, "H-how?"

Rainbow Dash said, "Don't ask questions and just enjoy your group hug. It's easier that way."

Twilight Sparkle was the first to slip out. "No! This doesn't call for a group hug! Rarity was right, this calls for answers! Who here's been conscious the whole time?"

As a unit, everypony looked at Soarin expectantly. He laughed nervously. "Well, um, it's kind of a long story. Applejack was there for more of it that I was, maybe she should..."

Twilight gave him a comforting little smile. "Just relax and tell us what you know, okay?"

He nodded. "Well, the short version of it is..." His eyes widened as an all too familiar figure strode out of the forest. "... horse apples." So much for Tirek being vaporized by the sunlight like he'd hoped.

Everypony else had the good sense to follow his gaze and start backing away slowly. Twilight was oblivious. She raised an eyebrow. "Horse apples? Maybe that's a little too short? Details are very important to..."

Applejack chomped down on Twilight's tail, pulling her to safety an instant before Tirek could snatch her up.

The demon had seen better days. His fur was slick with sweat, though Soarin didn't think it was a very warm day. Tirek was limping slightly; considering he must have fallen from the chariot, Soarin was surprised he was able to walk at all. He used a hand to shield his eyes from the light and took in the crowd of ponies.

"Hm. There are more of you than I expected. How annoying." Tirek smirked ever so slightly as he caught sight of Soarin. "Oh good. I was hoping you'd survived the fall. After that last delaying tactic, I want to finish you off myself."

Soarin had placed himself in front of Applejack intentionally; after that comment, she was having none of that and bumped him aside. "Delayin' tactic?" She spat dismissively. "You're talkin' a big game, but ah'm countin' thirteen of us and one of you, and Scorpan told us that yer magic doesn't work when the sun shines!"

Tirek smirked. That put a chill down Soarin's spine. "I say delaying tactic because I mean delaying tactic. Also, there is a 'g' there. You ought to consider pronouncing it properly." Applejack bristled at that. His eyes scanned across the group, making eye contact with each pony in turn. Everypony flinched under his stare. "At nightfall, you and your friends will become fixed again. There is no magic in the ten realms that can reverse my blessing."

Everypony started murmuring nervously. Seeking to prevent a panic, Soarin spoke up. "No magic but the Elements of Harmony! And we've got them all right here! Act as tough as you like, you're finished now!" He shot one of his patented recruitment poster smiles at Twilight, feeling just as confident as he looked. "So go on, girls! Do your stuff!"

Twilight coughed into her hoof. "Actually, we sort of need some artifacts to use the Elements."

Soarin gulped. "And those are where?"

Almost simultaneously, all six of them said forlornly, "Ponyville." Nuts. He'd worried they would say that.

Tirek laughed. As always, Soarin wished he wouldn't; he didn't do it right. "So you see, it's hopeless. Listen well, my little ponies: Tirek always wins. The question is, how many of your friends die first? Don't think that I can't destroy everyone here without my magic. If you give yourselves up quietly, they will live to see the dawn of the new age. If you don't, they will be the last casualties of this campaign."

Doctor Whooves spoke up. "While your offer is most generous, Mr. Tirek, was it?" Without waiting for confirmation, he continued, "Yes, well, Mr. Tirek, while your offer is most generous, my associates and I are going to need a moment to talk it over."

Tirek gestured dismissively. "Go ahead, discuss it among yourselves. Take all the time you like; every moment brings us closer to sundown." He crossed his arms and waited.

Most of the ponies present glanced around and whispered to each other, utterly lost. Soarin didn't blame them. It was Big Macintosh who cut through the confusion. "Ah don't know exactly what's goin' on here, but ah'll be hanged 'fore he gets his hooves on mah sister again."

Fluttershy shook her head. "No, please. If... if there's nothing we can do, I don't want anything to happen to anypony."

Applejack shook her head forcefully. "No way, Shy. Yer heart's in the right place, but it ain't gonna end with us. He gets us, it's game over for Equestria."

Tirek commented, "Your friend has a lot of sense, Applejack. You should listen to her."

Applejack responded with some words that made everypony blush.

After an awkward post-cuss pause, Rarity turned and looked at Twilight expectantly. "Well?"

The purple unicorn looked back quizzically. "Well what?"

Rarity gave an annoyed groan. "I for one am not going to just stand by and let this beast take us again! I know you must have some sort of spell that can get us the Element necklaces!"

"I don't have a spell for everything, Rarity," Twilight said, exasperated.

Applejack snorted. "Horse apples. You always do." There were nods of agreement from everypony present.

Twilight rubbed her chin thoughtfully. Finally she said, "Well, I suppose I could use the resonance between us and our Elements to teleport them here. It's not an easy spell, though. To get them all here, I'd need the six of us to use as foci."

Caramel spoke up. "And how long with that take?"

Twilight muttered something that flew over Soarin's head completely. It sounded like math, but not quite; math would have had more numbers and less gibberish. "I think it would be about five minutes. Give or take."

Big Macintosh nodded firmly. "Then you got yer five minutes. You get to safety and we'll all hold him off." The rest of the posse nodded just as firmly and lined up next to Big Macintosh, forming a defensive line between everypony else and Tirek.

Twilight Sparkle smiled gratefully. "Thanks, Big Macintosh. Don't worry, I'm 87% sure I can do this."

Soarin assumed a slightly wobbly ready position next to the red stallion. "Those are the best odds I've heard since I got here. Let's do this!"

Big Macintosh shoved Soarin towards the girls with his back leg, almost bowling him over. "Sorry, but you ain't part of 'we'."

Soarin was sure he hadn't heard that right. "Th-that's awfully harsh, isn't it? I mean, I don't know any of you that well, but..."

The laconic farmer interrupted him. "Ah didn't mean it like that. Y'all can barely walk; you're in no shape to fight."

Soarin furrowed his brow. "I'm not about to leave you guys alone against him."

Tirek barked a harsh laugh, obviously enjoying the show. "I'd forgotten just how much time you lesser beings spent arguing! This is exactly the sort of problem I'm here to fix."

Big Macintosh shifted the hay in his mouth. "Ah can see why you wanna stay and teach this guy some manners. Still, you've done your part, and you done it good. It's our turn now."

"I just..." Soarin struggled with the words. He just wasn't ready to be useless yet, but it sounded petty in those words.

The red stallion looked him right in the eyes. Apparently the ability to read somepony completely ran in the family. "Then do me a favor and watch mah sister and her friends while Twilight does her thing. Can ah count on you to do that for me?"

"I won't let you down, Big Macintosh." He saluted the stallion, who returned the gesture.

Doctor Whooves wrapped his front leg around Soarin's neck; Soarin was uncomfortable at the overly familiar gesture. Doctor Whooves didn't seem to notice. "Are you done showing everypony how brave you are yet? We don't exactly have a lot of time here." Before Soarin could protest (just who did this guy think he was, talking to him like that?), Doctor Whooves started pulling him towards the girls, who were whispering with Twilight about the details of the spell. It was something about auras and other stuff Soarin left to the unicorns. "Splendid! I think it's best we be going."

The Wonderbolt raised an eyebrow, letting go of his annoyance... for now. "You aren't staying to help?"

"Well, I'm not much good in a hoof fight..."

Colgate spoke up. "He really isn't." There were nods and murmured agreements all around.

"Ahem, I think that's quite enough agreement." Doctor Whooves fixed them all with an annoyed glare. "Anyhow, my talent isn't hoofticuffs. But I'm dandy with improvisation if I have some material to work with. So while we get to that safe distance, you're going to tell me every last detail you can think of so I can craft a battle strategy."

Soarin frowned. He felt like everypony was just trying to make him feel better about getting sent to the bench; after all, Applejack knew everything he did and she was going with the girls by default. Then again, winning was more important than sparing his feelings, and if he was completely honest with himself, he really would just get in the way. "Alright." He turned back towards the posse. "Be careful, everypony. He must have fallen from a hundred feet up and survived; he won't go down easily." With that, he, Doctor Whooves and the girls took off. Soarin wasn't sure where they were going, but that was fine by him; he couldn't get much above a trot, so he was bringing up the rear by several lengths. Applejack stayed close to him; he gave her a grateful nod.

The sounds of battle cries reached his ears and Soarin looked over his shoulder as they galloped; if he couldn't help, he could at least watch. Big Macintosh opened up the fight with a swift applebuck at the spot where Tirek's hyu-man and pony parts met, staggering the demon. The pegasi began flying in tight circles around Tirek, and Colgate used the confusion to telekinetically fling a rock that smacked him in the face. Caramel followed that up with his own buck to Tirek's side.

And then Tirek stomped one of his mighty hooves. The shockwave knocked all five of them end over end. Soarin didn't see what happened next as they descended a hill, though he heard more hard blows. He regretted leaving them behind, as much as it made sense. It was obvious that everypony did, as they ran in silence.

Doctor Whooves said, "I believe you're along to tell us what you know about tall, dark and gruesome back there."

Soarin welcomed the distraction. "His name is Tirek. A week ago..."

* * *

><p>Soarin hadn't spent a lot of time around unicorns. Not that he held any ill will towards them, but just by virtue of living in Cloudsdale most of his life, he hadn't exactly had a lot of opportunities. So as much as Twilight had said it was a complicated spell, Soarin couldn't see any sign of it aside from a look of discomfort on Twilight's face and glowing. Lots and lots of glowing; even the other girls were glowing, each of them radiating a different color. He hoped that meant it was working. She'd set herself at the center of her friends, who she'd positioned in a pentagon. The girls all had their eyes closed and seemed to concentrating just as hard as Twilight. They were atop a nearby hill and Soarin and Doctor Whooves were sitting at its base, resting and waiting for something to happen.<p>

Soarin, careful not to talk above a whisper, said, "So, what have you improvised so far? We might need that plan soon; I can't hear Tirek stomping anymore."

Doctor Whooves shrugged. "I admit, this one is a bit of a toughie. I'm used to having more in the way of equipment, or an enemy with an obvious weakness." He shot Soarin a confident grin. "But don't worry, I've been in worse jams than this before."

Soarin raised an eyebrow. "Worse than an invincible demon who can blot out of the sun forever and turn everypony in creation into mindless slaves?"

Doctor Whooves scratched the back of his head sheepishly. "Okay, okay, I'll concede that I haven't been in worse jams, just jams of a similar flavor and consistency, to strain the metaphor." He looked back towards Twilight and the girls. "I suppose we just wait and if Tirek comes, we play decoy long enough for them to deploy the Rainbow of Light."

"I thought you weren't any good in a fight," Soarin asked playfully.

"Not as an active participant, no. But I have my tricks." Doctor Whooves fished something metallic and cylindrical from his left sleeve and held it in his mouth at the ready. "In fact, I think you just got your chance to see them in action."

Soarin cursed as Tirek calmly and confidently strode down the hill towards them. Aside from his limp being more pronounced, he looked none the worse for wear. Tirek crowed, "I must say, they held up better than I expected. That was what, three minutes? I've smashed whole armies in less time; but then," he said, flashing Soarin a predatory grin, "I'm not exactly at full capacity at the moment. None of you silly little things would last five seconds on my turf."

Doctor Whooves muttered, "Three minutes and eighteen seconds, but who's counting?"

Thankfully, Soarin was also doing fine; he hadn't recovered enough to fly, but he could at least walk without tripping over himself. He hazarded a glance behind him; the girls seemed utterly oblivious to the danger. Soarin could see glowing outlines pulsing about their necks or, in Twilight's case, her forehead. He figured that meant it was working.

Tirek peered at the girls and seemed to reach the same conclusion; his grin was predatory, showing his sharpened canines. "Time to end this farce." With that, he charged forward.

Well, if Doctor Whooves hadn't improvised a plan, that fell on Soarin. However, he had nothing; he didn't know how to fight something several times his size without the benefit of flight. So, he counter charged, hoping against hope that he could win the game of chicken. It seemed that Doctor Whooves, for all his protests about being hopeless in a fist fight, had decided to join him.

At what seemed like the last possible second, though, Doctor Whooves leapt at Soarin, knocking him out of the way. The two went end over end and landed in a heap. Tirek passed them by, not giving their strange behavior a second thought. Soarin struggled to his feet, sputtering, "What was that for?"

Doctor Whooves pointed upwards and gave Soarin a smug little grin. "I'd expect you of all ponies to look up occasionally."

Before Soarin could check the skies himself, the ground shook and a draconic roar filled the air. Soarin was shocked to see Vibria standing there, her master straddling her neck. Soarin noticed that the dragon was in terrible shape; there were large holes punched in her wing, her body was covered in gashes and scorch marks, and her breathing seemed very labored.

Tirek had the basic decency to look shocked. He took in the sight of the hyu-man and the dragon, stepping back carefully. He soon regained his composure and said dispassionately, "I can't say I was expecting to ever see you again. How did you evade eight dragons?"

Scorpan spat, "Evade nothing! Let me show you what I did to your stupid puppets!" With that, Scorpan leapt down from Vibria's neck straight at the demon lord, his voice letting loose a savage war cry. Somewhere along the way, Scorpan had found a crude club made from a chunk of driftwood. With an ease borne of long experience, he brought it down on Tirek's head with a mighty crack. Unfortunately, it was the club that shattered, not Tirek's skull. Still, it staggered the demon, who cried out in pain. Scorpan followed up with another blow with the ruined club's handle, which knocked off another chunk of club and elicited another grunt of pain from Tirek. The hyu-man dropped his useless weapon and threw a wild punch at the demon, which connected with a loud snap. Soarin felt a thrill; Tirek could be hurt! This wasn't hopeless! He finally untangled himself from Doctor Whooves and charged in, ready to leap into the fray.

And Soarin's heart sank as Scorpan cradled his hand and yelped in pain.

Tirek smirked. "I see; you caressed them into submission. An unusual tactic for a man who styles himself a warrior, I must say." Faster than Soarin could see, Tirek lashed out, knocking Scorpan twenty feet away. The hyu-man landed hard and didn't move again. "I so missed beating the tar out of him. My little sessions with his better half just weren't satisfying."

Vibria glanced over at Scorpan's unconscious form with as much concern as her reptilian face could express. She looked forlornly in his direction for a long moment; Soarin wondered if dragons could cry, because she clearly looked like she wanted to. Then without warning, she snapped her head around and bathed Tirek in a blue firestorm. Soarin was thankful he'd stopped his charge; he doubted Vibria would have restrained herself if he'd been closer. As it was, the waves of heat brought forth a fresh wave of sweat.

Soarin had no idea how long Vibria's attack lasted. He stood there, transfixed by the almost beautiful flames. Finally, Vibria coughed, her flame was replaced by smoke and she lowered herself onto all fours, obviously exhausted by the effort. Soarin was sure that nothing could survive that.

Soarin was getting really tired of being wrong all the time. Tirek casually walked over to the dragon; Vibria snapped at him, but Tirek sidestepped the attack and grabbed her by the nostril. A dragon larger than an elephant struggled against the grip of a being about the size of her head... and Tirek won the contest of strength. He slammed his fist down upon the top of her head, dropping her instantly.

And then Tirek turned to face Soarin. Soarin worked his wings futilely, trying to get away. And Tirek was relishing the fear. "What, you're surprised? I've ground whole planets beneath my hooves. I didn't always have magic. I had to claim my birthright by force." He rubbed a trickle of blood from the small gash Scorpan's club had left on his head as he confidently strode towards Soarin. The slight limp was still there; the blood and the limp proved that he wasn't impervious, but after what Soarin had just seen, he knew this was above his pay grade. "From the moment I set eyes upon this world, its fate was sealed."

"I-I won't give up." Soarin kicked himself for stuttering his defiant declaration.

"I don't expect you do." Tirek's expression went from amused to annoyed. "I know your type; I've sent thousands of them to oblivion."

Soarin tensed up, ready to spring into action. "Oh you think you know me so well? You can't possibly understand me; you don't care about anything but yourself."

Tirek barked a laugh. "Even if I hadn't been in your mind, I'd understand you. You're a worthy opponent." Tirek scowled again. "I hate worthy opponents. It's a waste to destroy you because you are so close to the truth. You realize that your will is flawed and unimportant, so you rightfully entrust it to another. Yes, so close... but so far. You and yours just pick your state, your church, your lover, or something else in place of the only being worthy of your devotion."

Unshakable? Hardly; he was shaking plenty. "Yeah, you've got me pegged. You can do whatever you like, I'm not going to surrender."

Tirek snarled, "That's what I hate about fighting your type. Someone who's fighting for themselves can be reasoned with. You're just incurably deluded."

Soarin pawed the ground defiantly. "At least I have somepony in my life I'd die for. I almost feel sorry for you."

"Save your pity. I..." Tirek stopped suddenly and covered his ears, his face contorted in agony. Soarin blinked. Had his silent prayer for Tirek to drop dead been answered?

"Girls, girls, please. You're both pretty!" Doctor Whooves held the metal tube in his teeth like a cigar. After a few seconds, there was the sound of glass breaking and the blue lights running along its sides went dead. Whooves glared down at the device. "Bloody sonic screwdriver, you run it at 3,000% capacity for a few seconds and it acts like you're the bad guy. Oh well, it did its job." Whooves smirked cockily at Soarin. "Sorry to interrupt your little staring match, but I hate machismo. It's so dreadfully dull, am I right?"

Soarin shook his head. "No no, I'm fine with not meeting my maker just yet." To his dismay, Tirek was stumbling back to his feet, still clutching his ears. "I don't suppose you have another one of those? It seemed to do the trick."

Whooves shrugged apologetically. "Sorry, fresh out. Don't worry, I have a plan."

"Oh good, you finally improvised something. Care to let me in on it?"

Whooves tilted his head, indicating a spot near the fallen Vibria and whispered, "I'm going to be as annoying as ponily possible and keep his focus on me."

Soarin nodded, whispering back, "That's a good use of your skills."

Whooves laughed. "You're a cheeky one, aren't you? I approve!" Without warning, his face became deathly serious. "But focus. You get over there so you can see the girls; they ought to be getting their spells done soon, unless Twilight Sparkle messed up the spell, in which case it's been nice knowing you."

Soarin frowned. "You sure you'll be okay?"

Whooves winked. "Don't worry, I'm surprisingly resilient." With that, he trotted up to Tirek like he was going to ask him the time of day. Soarin wondered if the Earth Pony was brave or stupid; then again, after some of the stuff he'd pulled, he wasn't one to judge. He trotted over to his mark as inconspicuously as he could.

Fortunately, Whooves had Tirek's complete attention. He uncovered his ears, his hands shaking with anger. A thin trickle of blood flowed from his right ear; when Tirek saw the crimson stain on his hand, he clenched his fist tightly and redoubled his rage-filled trembling. Tirek narrowed his eyes, looking from the screwdriver to Whooves and back. A little too loudly, he said, "So. That's what you are. I was wondering when I'd run into one of your kind."

"Oh, I see my reputation precedes me!" Whooves slipped the screwdriver back up his sleeve without missing a step. "I'd blush if it wasn't mutual. We've been wondering when you'd show up."

Soarin couldn't see Tirek's face any longer, but he knew the demon's mannerisms; he could imagine the arrogant smirk crossing his face. "You've been keeping tabs on me? What a waste of time. You Time Lords are well known for your intellect, but you have no powers beyond those of any other useless little pony."

Doctor Whooves reared up on his hind legs, cocked his head and rubbed his chin thoughtfully. "Hm, you're right about that. And I have no resources, no real backup, no weapons..." His eyes widened in mock horror. "Oh dear, it seems that everything really is hopeless! Oh what was I ever thinking, tampering with powers beyond my ken?" He melodramatically put his wrist to his forehead and pretended to swoon. "Oh wait! I do have one last option! Bargaining! You were just telling Soarin that you were willing to be reasonable!"

Tirek crossed his arms, his voice full of obvious confusion. "You'd assist me in conquering this mud ball?"

Whooves shook his head firmly. "Oh no no no, that just isn't in the cards, mate. But," he added, fishing a brown paper bag from his jacket's pocket, "if you call the whole thing off, I'll give you... a jelly baby." Whooves popped one of the candies in his mouth. "Mmm! See? They're good."

Tirek stood as still as a statue.

Whooves said, "Okay, you drive a hard bargain, Tirek. Two, but no cherry, they're the good ones."

"I must say, Time Lord," Tirek said after a long, pregnant silence, "I've never had anyone offer me candy before."

Whooves nudged him in the side conspiratorially. "Then it pleases me to be the first! So, as long as we're filling in the childhood you never had, what say we go play some..."

Tirek smacked him in the face with a fierce backhand, sending Whooves sprawling. "So much for your vaunted intellect."

Whooves wasn't moving. Oh sweet Celestia, he wasn't moving. Applejack was right, the guy was just crazy! Offering him candy? That was his big plan? Soarin would slap him if Tirek hadn't already done it for him!

Then a rock hit Soarin in the shin. He flinched, glancing around for the source of the attack.

Soarin let out a relieved sigh. "Oh thank goodness." Not twenty feet away, hiding in Vibria's unconscious shadow was Applejack and her friends; Rarity's horn was still glowing. They were wearing gold jewelry emblazoned with their cutie marks. They'd done it. They'd actually done it. Wait, what was Twilight doing? Gesturing at her wrist? What did that... they needed more time? Seriously?

Tirek turned around, his face split by a sadistic grin. "That was oddly satisfying. So, von Richthofen, it's just you and me. A shame, really. I wanted your little lover to watch me rip you apart, but I suppose I can describe it to her when she comes running to me at sundown." With that, Tirek came at him at a full gallop.

Tirek didn't see them? Good. That meant he could actually buy them time. But what could he do? He'd one-shotted a grown dragon. There was nothing he could do. Every instinct in him told him to run like the hounds of hell were on his tail... which was surprisingly close to the truth.

Hm. Running would buy time just as well as fighting. Finally, after reigning them in for three days, Soarin let his instincts have their head and he bolted away as fast as his legs would take him. He hazarded a glance back. Tirek was closing in on him (not surprising, since Tirek's stride was longer than Soarin's whole body). He also saw Rainbow Dash and Pinkie Pie struggling to restrain a desperate Applejack. She wanted to come for him again, but he couldn't let that happen. The world had barely survived her compassion last time. He locked eyes with her and shook his head. She stopped her struggle and nodded hesitantly.

Soarin didn't get to see what the girls did next as he felt an iron vice close around his tail. He struggled vainly against hands that had wrestled a dragon to the ground; the outcome was never in doubt. But that didn't mean he was going to make it easy! He swung his forelegs wildly as he was hauled into the air painfully by the hair of his tail. He connected with Tirek's face; while the demon flinched instinctively, it was clear that Soarin may as well have hit him with gentle summer breeze.

Tirek gave him a broad, predatory grin; Soarin didn't know how Tirek managed to fit so many shark-like teeth into one mouth. "Gotcha. Now I just have to decide what to do with you."

Soarin wanted to say something witty, like in the adventure novels. Something that would cut Tirek to the quick with its cleverness and incisiveness. "Oh yeah?" Nuts.

"Shut up!" Tirek punched him in the solar plexus, and for an instant there was nothing in the world but pain. Something had snapped inside of him, and it felt like his ribs were on fire. When everything came back into focus, Tirek was in mid tirade. "... sick of you ponies! The incessant talking! The thoughts, the beliefs behind those thoughts, all of it! I don't want any of it, I just want to be alone! Shut up and die with dignity!"

It was hard to think of a response through the pain, though the demon was obviously holding off another attack because... why? The demon hated the talking and thinking of others; why was he waiting for him to answer? Did Tirek, deep down, really care about what other beings thought? Was this all a desperate cry for help from a being who felt so isolated and picked on that he assumed that everypony's thoughts and words could only be intended to hurt him?

Wow, Tirek must have hit Soarin pretty hard if he was taking that idea seriously. Soarin locked eyes with the demon; it was a little late, but he'd finally come up with his adventure book line. "You know... I don't recall anypony asking you for your opinion."

With a roar of anger, Tirek swung his arm in a wide arc, smashing Soarin into the ground. More pops; he wondered how many ribs he could break before he'd just pass out. Tirek lifted him up again, this time by the mane, bringing them face to face.

"I won't forget you, Soarin von Richthofen. I'll want to, but I won't. Know that you'll live on in the memory of the only being who matters." He held up his hand level with Soarin's eyes, and Soarin noticed that Tirek's fingernails were sharpened to fine points. "Now say good night."

"Stop right there!" Twilight Sparkle's voice rang out with a confidence worthy of Celestia's star pupil. The rest of the girls flanked her on either side, their jewels radiating energy. Applejack obviously wanted to break formation, but was keeping it together. Twilight continued, her tiara glowing brightest of all. "In the name of Princess Celestia, we're going to..."

"Just do it, Twi!"

When Rainbow Dash spoke, it was like a spell was lifted on Tirek, and he dropped Soarin like he was a sack of potatoes.

Time seemed to slow to a crawl as adrenaline rushed through his veins. Soarin made a split second calculation; the girls were starting to glow and float into the air, just like Applejack had described. Tirek was digging in, ready for a charge that would carry him into the girls' midst. Would he be able to stop them? Soarin wasn't about to risk it. He came up with a plan, but it was going to hurt. A lot.

Soarin landed on his front legs and it burned like somepony was rubbing his ribs with lemon juice that was on fire. He avoided blacking out and kept his balance, though he was wobbly. Time to share his pain. He lashed out with an applebuck that would make Applejack proud, if she could have seen it. And just like he'd hoped, he caught Tirek in his bad leg.

Tirek screamed in agony and fell over... right on top of Soarin. Soarin must have screamed, though he didn't remember it; when he was aware of something beyond the blinding pain, his throat was raw.

The demon was still sprawled atop him; Soarin could barely see in the bright, multicolored lights emanating from the floating girls. Tirek said, "It's not fair! I'm the one true soul! The man who dared to launch the war against all! How did you ridiculous, tiny horses best me?"

Soarin wheezed, "I'll admit, we got lucky a lot."

Tirek struggled to turn to see Soarin, but the centaur body plan was not made for that kind of flexibility. He settled for calling out, "You don't win either! You're dying alone too!"

Soarin never knew if Tirek heard it, as the beam of coruscating energy slammed into the ground nearby, digging a shallow, arcing trench around them. But against the pain in his chest and the hundreds of pounds of demon pressing down on him, he defiantly cried out, "If you die for something, you don't die alone!"

The energy from the Rainbow of Light arced upwards, forming a tornado of blinding light. He hoped Applejack could forgive him for not making it. It was one promise he really wasn't going to be able to keep. At least the energy that was about to kill him was gorgeous to look at, as much as Tirek shrieked just at the sight of it. The demon was wailing piteously and covering his eyes. Soarin did the same as the light became too bright for him.

And then there was darkness.

* * *

><p>End of Chapter 4<p> 


	5. Chapter 5

Semper Fidelis

Chapter 5

_Cedant Arma Togae_

* * *

><p>Somepony was holding Soarin's hoof. This surprised him, since he was pretty sure he was dead... wasn't he? Then again, he could question whether or not he was dead, so didn't that mean he was alive? What if this meant that there was life after death? But why would some other ghost be holding his ghostly hoof? Could ghosts hold hooves?<p>

He decided to just open his eyes and be done with it. Metaphysics made his head hurt.

He was laying on a cot under a large, green tent. He smelled antiseptic and apples. An overjoyed Applejack derailed his investigations with a bear hug that made his back pop. He noticed that she'd found his hat somewhere.

"You're okay!" Applejack planted a passionate kiss on his lips before he could reply. He scanned the room with one eye; good, they had some privacy. He could enjoy himself. Wait, how could he enjoy himself? His ribs were dust; by all rights, this should have been the worst pain of his life. But nope. It was intimate and earnest, the connection of two souls in a way that words couldn't accomplish.

Applejack finally broke the kiss. She looked him right in the eye, her brows furrowing. "Ah oughta slug you. When ah found out you were in that blast, ah coulda just died!" Soarin hoped she wouldn't start crying again. Nope; apparently seeing her friends was steadying her.

"It wasn't my idea. He kinda fell on top of me."

Applejack winced sympathetically. "Ouch. That must've hurt; he was a heavy bugger."

"Yeah. Being crushed by you is a lot nicer." Soarin gave nuzzled her neck lightly, finally adding his own forelegs to the embrace. "You said he was? As in..."

"Ahem. Wing Sergeant? You have company."

Soarin's eyes flew open. His wingmate, a tan peagsus mare named Highfly, was dressed in a white medic's uniform. She was flanked on either side by Rarity and Rainbow Dash. Applejack shoved him back down on the bed as fast as she could mange and practically leapt back into her chair. She fidgeted with her hat nervously, her face looking as red as a the apples on her cutie mark.

Rainbow Dash gagged. "Sheesh, guys, get a room."

Applejack said hotly, "We got a room!"

The blue pegasus stuck her tongue out. "Then get one with a lock."

Rarity scoffed at Dash. "Psht, I wouldn't expect you to appreciate a touching moment like that, Rainbow Dash; you have all the romantic instinct of a cumquat."

Dash looked like she was about to protest, but she stopped. "Yeah, you got me there."

As was her way, Highfly looked upon them dispassionately. She allowed herself a slight smirk when she noticed their embarrassment. "I hope we weren't interrupting anything."

"N-no, Private." Soarin cleared his throat to buy time. "S-so, the whole squadron's out here?"

"Yessir, Wing Sergeant. We were scrambled as soon as the Princess got the word from her student's dragon assistant. Apparently he and everypony from Del Mare had been mind controlled into submission." Highfly frowned. "That is not a sentence I ever expected to say."

Soarin chuckled. "It's been a weird week all around, Private."

Applejack asked, "Dash, speakin' of Spike, where's everypony else? Ah thought y'all'd be out there with Twilight at the portal doohickey."

Dash rubbed the back of her head. "I've been here for a while. I... sorta wanted to apologize to Soarin for, y'know, blowing him up with the Rainbow of Light. Not that it's my fault! Really! Just... in case it was sorta kinda my fault, I'm kinda sorta sorry."

Soarin smiled. "I kinda sorta accept your apology."

Dash snickered. "Kinda sorta awesome. That's kinda sorta a relief."

Rarity tittered. "As for me, Dash dragged me here when she heard you start talking. I was just borrowing some fabric from that smashed linen shop. The refugees need blankets until we can get the poor dears some real shelter, so I volunteered to sew some. Though I'm glad Dash insisted I take a break for this." She rested her chin on her hoof and sighed contentedly. "Two lovers in each others' embrace after escaping certain doom? It was so romantic."

Ignoring Dash's continued gagging and Soarin and Applejack's blushing, Highfly trotted over to his side, taking his hoof and feeling for his pulse. "Hm, nice and strong. Though your heart rate does seem a bit... elevated. Have you been doing anything strenuous?" The smirk grew a bit.

Applejack looked like she wanted to hide under something; she settled for angling the white cowpony hat so it covered her eyes. Soarin knew Highfly well enough to know that their little lip lock wasn't going to enter the rumor mill; Highfly had no taste for gossip. From what he knew about Rarity, though... oh well. He loved Applejack. Ponies who loved each other kissed; that wasn't anything to be ashamed of. That realization calmed him down enough to say, "So, how long was I out? I know these tents aren't easy to set up."

Highfly checked her wristwatch. "Approximately ten hours. You've been under my care for the last four hours." She smiled at him more genuinely. "You gave us a bit of a scare, sir; we were told that they found you at the bottom of a large crater."

"It wasn't my fault! Mostly! It was a group effort." Everypony turned and gave Dash a confused look. The blue pegasus coughed into her hoof. "Um. Sorry. Just a reflex."

Highfly turned back to Soarin, ignoring Dash's outburst. "How are you feeling, Wing Sergeant?"

When Highfly released his foreleg, Soarin straightened up. Still no pain from his chest; weird. He flexed in flexed his foreleg and grinned. "Good as new, Highfly." And then his stomach growled. It was obvious both of the mares could hear it. "But I'm still hungry."

Applejack chuckled. "Ah guess that means y'all must be okay."

Highfly nodded. "Indeed. It's good to have you back, sir." She pulled out a pencil and made a few notes on a clipboard at the foot of Soarin's cot. "Ms. Sparkle's analysis seems to be correct; the Rainbow of Light does have restorative properties on some subjects." It was subtle, but Soarin could tell that the medic was anxious to leave, probably to go interrogate Twilight and possibly arrange a few tests of the new "treatment."

Soarin stood up next to Applejack and wrapped a wing around her shoulder. "So, just so I'm clear: where's Tirek?"

From outside, Scorpan's booming voice answered, "They found you buried under a pile of his ash; draw your own conclusions."

Soarin shuddered. "Ew! AJ, why didn't you tell me?"

Applejack frowned. "Didn't seem proper to mention it, long as ah thought you might be hurt. It's dang gruesome. Ah still don't get it; it helped Princess Luna, why'd it just destroy Tirek?"

Scorpan finally came into view. He was moving slowly; he'd jury rigged a crutch from a tree branch, and his left leg was encased in a cast. This was worsened by the fact that the tent wasn't made for someone as tall as he was. To get around, he was having to hold his torso at a weird angle and hop. It was funny... not that Soarin was going to laugh at Scorpan. He'd seen how hard the hyu-man could punch. Rainbow Dash looked like she wanted to snicker, but a stern look from Rarity cut her off.

Scorpan met Applejack's gaze. "Because there was nothing to save. He was pure corruption. When your magic tried to purify him, it destroyed his very being. Good riddance to bad rubbish; it doesn't matter anymore." He grinned from ear to ear. "It truly doesn't matter anymore! It's over. I'm free. You're free. Everyone's free!"

Highfly said, "Your highness, you shouldn't be moving around. Your cast hasn't completely set yet."

Scorpan puffed up slightly at somepony mentioning his royal title, but waved away the rest of it. "Oh don't nag me, woman... horse... don't nag me, pony. I'm a grown man, I'll do as I please."

Highfly bit her lip in an irritated manner, but decided not to push it. "Very well. At least don't stand at that angle."

He poked the ceiling for emphasis. "I wouldn't if you ponies built your tents the right size. But don't worry, I won't be in your hair much longer. I need to be getting back to my own world."

"I can't allow that." Highfly trotted up to him and flew up, staring him in the eye. She didn't raise her voice. "You're in no condition to move around, but you're in even less of a condition to travel anywhere."

Scorpan shook his head bemusedly. "What do you think you're going to do about it?"

Highfly frowned thoughtfully. "Well, I do have some tranquilizers..."

Scorpan shook his head, chuckling. "Look, nurse, I'm sure you mean well, but I'm fine. Don't you have anyone else to look after?"

Highfly shook her head. "No, all of the other patients have been discharged, and Wing Seargent von Richthofen seems to be perfectly fine. You have my undivided attention."

The hyu-man facepalmed. "Just my luck."

Soarin spoke up. "They've all been discharged? So that means everypony made it out okay?"

Highfly turned and nodded. "Affirmative. While there were some broken bones, that was the worst of it; all of the civilians from Del Mare and Ponyville are safe and sound."

Scorpan hobbled past the nurse and clapped Soarin on the shoulder. It didn't hurt as badly this time; maybe Scorpan was in worse shape than he let on. "I almost forgot why I came in here, and it wasn't to argue with Ms. Highfly."

"Private Highfly, if you please." Highfly sounded slightly annoyed. This was a rare occurence.

"Private Highfly, my apologies, milady." Scorpan smiled broadly. "I just couldn't leave without saying goodbye to the both of you. It was good to fight at your sides."

Soarin nodded. "Thanks for everything you did, Scorpan."

"And to you too, Soarin."

Applejack lowered her head sadly. "Scorpan, ah am sorry about... y'know. In the cellar."

Scorpan waved her concerns away. "With what you knew, you were in your rights. War brings out the worst in everyone. Just... the next time someone tells you that the smart thing to do is suffer some acceptable losses, listen, okay? Your conscience almost cost us dearly."

Applejack nodded silently and leaned into Soarin. Rarity put a comforting hoof on her shoulder. "You did what you thought was right, Applejack." Applejack gave her a grateful smile.

Highfly coughed into her hoof. "I think I can conditionally discharge the Wing Sergeant, but you need your bed rest, your highness. It's getting late; I'm going to have to call an end to visitor's hours."

Rainbow Dash frowned. "Aw, c'mon, I waited for three hours to make sure I hadn't killed Soarin and I gotta leave after like two minutes?"

Rarity rolled her eyes. "Dash, they aren't going to make you a Wonderbolt today."

"I'm that obvious?" Dash shook her head and glowered at Rarity. "I mean, that isn't what I'm here for at all! Nope! Not buttering up Soarin in any way!"

A deep bass voice interjected, "You can make an exception for us, right?" Without waiting for a response, Hermes flung open the curtain and trotted in. The gigantic, red-furred pegasus had almost as much trouble getting around as Scorpan; the little tent section was getting crowded. Following the red stallion was...

Rainbow Dash's jaw dropped. "Ohmigosh! Captain Spitfire!" She grabbed a nearby box of bandages and stole Highfly's pen, earning a look of annoyance from the tan mare. "Will you sign this for me?"

Spitfire raised her eyebrow. "I already gave you my autograph. When we hung out together after the Best Young Flyer's Contest?"

Dash glanced around nervously. "I don't want your old autograph to get lonely?"

Spitfire laughed. "That's as good a reason as any."

While the Captain signed the box, Soarin saluted smartly, as did an annoyed Highfly. "Captain," the two said in unison.

Spitfire smiled her habitual mellow smile and waved her front hoof downwards. "At ease, at ease. You two sure are wound up tight."

Soarin said, "Well, ma'am, we are still on the front lines."

Spitfire raised an eyebrow. "I know that's just how Highfly is, but I'm not sure what your excuse is. Highfly, he knows that the war's over, right?"

"Yes, Captain."

"Good. Wing Sergeant, calm down. You're done for the day, hero boy."

Soarin blushed. "I'm no..."

Applejack jabbed him in the ribs. "You finish that sentence and yer in more trouble than a mouse at a cat convention."

Dash nodded. "Ditto! You were a hero before today but now you're, like, a superhero!"

Spitfire chuckled. "You'd better listen to your friends, Soarin. Unless you don't want that Order of the Sun medal Princess Celestia said she was giving you. I'll take it for you."

Soarin's jaw went slack. "Wh-what?"

Applejack whistled appreciatively. "Even ah've heard of that one. Not too shabby, hon."

Rainbow Dash's jaw dropped. "Ohmigosh, I got to be here to hear about it! I'm invited to the ceremony, right? Right?"

Soarin shook his head to clear the shock, giving Dash a nod that earned him a high pitched squeal. "Is the Princess here, Captain?"

Spitfire said, "Well, Luna is. Celestia had to stay behind to repair the damage that the Rainbow of Darkness did to the sun. And that reminds me." She turned towards the medic with an apologetic look on her face. "Highfly, I'm afraid we're going to have to steal your patient. Princess Luna said she isn't sure how much longer she and Twilight Sparkle can keep the portal to Scorpan's world open; apparently it was kept intact by Tirek's magic, and he isn't in a position to help out. Hermes needs to fly him there ASAP."

Scorpan barked a laugh. "I told you couldn't keep me here."

Highly shrugged. "With Captain Spitfire's help, yes, you made good your boast."

Hermes walked over and gave Soarin a brohoof. "Good to see you, Sarge. Wish you'd let me know you were gonna get a campaign's worth of glory in one weekend; you can't even use it to pick up mares like I could."

Applejack laughed and put a foreleg around Soarin's shoulder. "You got that right, partner."

Hermes said, "Anyway, I gotta fly, Sarge. You're gonna have to tell me about it when we get back to base. I'll buy the donuts."

Soarin laughed. "Hey, it's your bank account."

Hermes blinked. "Yeah, I guess I forgot who I was talking to for a second. Oh well, a promise is a promise... at least in this squad. Anyway, we better run." He trotted out the door, beckoning Scorpan to follow.

Scorpan followed, but stopped at the entrance to the room. "What about my dragons?"

Rarity said, "Don't fret, darling. They're there waiting for you, and they're all very sorry that they had to fight you."

Scorpan raised his eyebrow. "I didn't know you spoke draconic."

Rarity shook her head. "Oh I don't, but Fluttershy does. It's her gift."

Scorpan nodded, satisfied with Rarity's response. He locked eyes with Soarin. "I guess this is it. Good skill, everyo- everypony. If we meet again, may it be under better circumstances."

Soarin saluted him. "To you too, Scorpan. Good lu... skill with cleaning up Tirek's mess."

"Thanks. I'll need it." With that, the red stallion and the hyu-man disappeared from sight.

Spitfire said, "Rainbow Dash, would you and your friend mind leaving for a minute? It's private Wonderbolts business; you know how it is."

Dash did a perfect Wonderbolt salute; obviously she'd practiced a lot. "Yes ma'am!" She roughly shoved Rarity towards the exit. "You heard the Captain, move move move!"

Rarity protested, "You don't have to push, Dash!"

Dash responded by pushing harder. "Less talk, more walk! Captain's orders!"

"Dash, you're messing up my mane! Be more careful! Dash!"

As soon as the two bickering mares were out of sight, Spitfire turned her attention to Soarin. "So, Soarin, there's the matter of your vacation."

Soarin blinked. "What about it?"

Spitfire shrugged apologetically. "After today, it's over, and you've used up your vacation time for the season."

Applejack stomped her hoof, obviously frustrated. "Y'all mean he don't get his vacation back?"

Spitfire nodded. "Yes. I'm sorry, but he's scheduled for our show in Seaddle and it would be a pain to do the paperwork to get him out of it."

Applejack said, "The colt's a hero! And ah had to wait a month just to see him, and ah spent most of my time with him dodgin' dragons and demons! He sure as shootin' deserves his vacation back! It ain't fair!"

Highfly, her tone neutral, said, "Regulations are regulations."

Spitfire nodded again. "Which means it's very fortunate that Soarin here is in need of a sick leave. That's virtually no paperwork."

Soarin blinked. "I'm not sick."

Highly said, "I have to agree. His vitals are fine; the Rainbow of Light seems to have rejuvenated him."

Spitfire winked. "No. You sustained injuries fighting the dragons and demons. And Private Highfly here will vouch for that." She winked twice at the pegasus mare, just to emphasize her point.

Highfly nodded. "Aha. A deception. If that's what you want, Captain. He clearly needs a week to recover his mental health after his ordeal."

Soarin frowned. "I'm not sure that I should. It wouldn't be right; I'm perfectly healthy."

Applejack nudged him in the side. "But it ain't for your physical health. You've seen some pretty messed up stuff; y'all need some tender lovin' care, and ain't nopony who gets to give you that but me." She leaned in and whispered, "'Sides, ah need a chance to make up for that 'big idiot' crack. All the pie you can eat, for starters."

Soarin struggled with his conscience, but a week of Applejack's tender loving care was sorely tempting. "I guess if the Captain's okay with it..."

Spitfire's expression grew stern; well, as stern as the laid back pegasus could manage. "Wing Sergeant, you march over to Ponyville as soon as possible and don't you leave until exactly one week from tomorrow. That's an order, mister."

Soarin saluted. He knew when he was beat. "Yes ma'am."

* * *

><p>The End<p> 


End file.
